Hedgehog 10: The Omniverse Chronicles
by Omarnosian10
Summary: Sequel to Hedgehog 10. Join Rouge, Ben and Shadow as they go on adventures in the Omniverse series. With Ben's Ultimatrix, Rouge's Omniverse Omnitrix, and Shadow's Chaos Energy, they'll make an unstoppable team. BenXRouge. ShadowXPossible Harem.
1. Meet the Parents

**Omarnosian10: Hello, readers. This is the 7th crossover I made.**

**Ben: And the first sequel you ever made.**

**Rouge: Yeah, you told the readers that it'll take a few weeks, but it was actually a couple of months!**

**Omarnosian10: Because I had a lot of ideas on my mind, and I'm keeping my New Year's Resolution to make a new crossover once a month.**

**Shadow: You could've done the sequel in February, but no, you had to make a Ben 10/Rosario + Vampire crossover.**

**Rouge: And you gave Ben a harem! If I ever break the fourth wall, I'm so going to teach that monster harem that no one takes Ben from me!**

**Ben: Rouge, calm down.**

**Omarnosian10: That was a different version of Ben.**

**Ben: Yeah, I like soccer, and he likes football.**

**Shadow: And he has more forms then you, and has the ability to change his limbs at will, and he's more muscular, and you're scrawny.**

**Ben: HEY! I'm not scrawny!**

**Shadow: Compared to him, you are!**

**Omarnosian10: That's enough! Now that you three have given your opinions, ON WITH THE SHOW!**

**Chapter 1: Meet the Parents**

**(Tennyson House)**

Sandra Tennyson sighed as she washed the dishes after a delayed, but quiet (If you read Hedgehog 10, you know why) dinner with Carl. As always, she was just going through the motions. A month ago, their son Ben had sacrificed himself to prevent the world from looking like Ben. When Gwen told them the news, they were sad, but proud that Ben sacrificed himself for the greater good. Carl was also worried about their son. A week after his 'sacrifice', Gwen came back with news that Ben may be alive, because she can still sense his mana. Grandpa Max told her, Kevin, Manny, Alan, Pierce and Helen to meet him at Plumber HQ to locate him. Ever since, Sandra has been preparing an extra plate of each meal in case Ben returns. When each day passed, their hope has died down little by little, but they still kept hoping. Neighbors and friends offered condolences over Ben's disappearance. They never believed Will Harangue on the news, since they watched Ben grow up and knew that he has a good heart. They appreciated it, but it was still not enough to bring Ben back. Suddenly, the door bell rang. Sandra put down the dish she was cleaning and went to see who it was. It was probably another sympathetic fan of Ben's who wants to offer some emotional support. She opened the door and stared shocked at who is standing in front of her.

"Honey, who is it?" asked Carl as he came downstairs before he stopped and stared at the person in the door. Standing in front of the doorway, with a smile on his face, is none other then Ben Tennyson.

"Hi Mom, Dad, I'm back." said Ben nervously.

"BEN!" cried Sandra and Carl as they hugged Ben. Sandra was crying tears of joy. Watching from a safe distance, upside down a tree branch is Rouge. She knows that she doesn't have to hang upside down like a bat since she became human, but old habits die hard. Rouge couldn't help but shed a few tears at the heartwarming moment.

"Ben! You're back! I thought I would never see you again!" admitted Sandra.

"Are you hurt? What happened? Did the explosion have any side effects?" asked Carl as he pull back from the hug, along with Sandra and looked Ben over.

"And where did you get those black finger-less gloves and black-and-green sneakers?" added Sandra as she noticed the minor change in clothing. Ben chuckled before he looked down.

"Mobius." answered Ben.

"What?" asked both parents confused before they noticed Rouge hanging from the tree branch. When Rouge noticed the parents looking at her, she waved nervously before leaping off the tree branch and landing gracefully. Rouge then walked toward the Tennyson family.

"Ben? Who is she?" asked Sandra. Ben sighed.

"Mom, Dad, you might want to sit down for this." suggested Ben as everyone enters the house and the parents sit while Ben and Rouge stand in front of them. Sandra and Carl are currently looking at Rouge suspiciously, making the girl in question sweat nervously, which was something she never did before.

"Mom, Dad, I'd like you to meet Rouge." introduced Ben as he looks at Rouge.

"Rouge, I'd like you to meet Sandra and Carl Tennyson, my parents." introduced Ben as Rouge waved nervously. Noticing Rouge's nervousness, the parents stopped looking at her suspiciously.

"Now that the introductions are out of the way, care to explain?" asked Carl. Ben scratched his head as he sat down on a nearby chair.

"You see, the bomb that was supposed to make people look like me was actually a DNA Re-writer designed to get my evil twin back to his Galvan form. The Ultimatrix has somehow messed it up and teleported me and Albedo to a place called Mobius. It's a planet inhabited by anthropomorphic animal-like aliens called Mobians. As a side effect of the teleportation, Albedo and I turned into Mobian Hedgehogs. I met this group called the Sonic Heroes, technically Mobius' version of the Plumbers. Rouge is one of them." explained Ben.

"Hold on. Not to sound rude, but if this girl here is part of a group of heroes, then why is she here?" asked Carl, making the young couple blush before Rouge turned toward Ben.

"Ben, do you mind calling your other friends to tell them that you're okay? I want to talk to them alone." asked Rouge. Ben nodded as he went to go upstairs.

"Not so fast, Benjamin Kirby Tennyson. You are sitting your butt right down in the chair. I have a feeling you have something you want to tell us." said Sandra as Ben stopped in his tracks with a groan while Rouge raised an eyebrow.

"Kirby?! Your middle name's Kirby?!" asked Rouge with puffed cheeks, trying to hold her laughter. Dropping his head in defeat, Ben plopped himself onto the nearest chair. Calming down, Rouge gave Ben a sympathetic look because she knows what the real answer is.

"Mom, Dad, the thing is... " paused Ben nervously, making Rouge stare at the parents determined.

"Ben and I are boyfriend and girlfriend." admitted Rouge, making the parents stare at her wide-eyed, along with Ben. Rouge knew that they had to get this over with and that there was no point in delaying the inevitable. She understood that Ben would be under a lot of pressure now but she was going to stand by his side. Closing his eyes and covering his ears, Ben prepared for the worst. But what he didn't prepare for is to hear sobbing. Ben opened his eyes to see Sandra crying tears of joy on Carl's shoulder.

"When did that happen?" asked Carl as he pats Sandra on the back.

"A week after I met him." answered Rouge as both parents pull back from each other and stared at her wide-eyed. Ben gulped again as he slowly turned his head to face his parents.

"How did you meet exactly?" asked Sandra.

"When he came to Mobius, he found me and my friends trapped in a force field created by one of our enemies, Dr. Eggman. Ben's Ultimatrix also had a side effect, which allowed him to merge the selected DNA with his Mobian DNA. He saved us, and shortly after, he fell unconscious, we took him to our base. I was the first thing he saw when he woke up. It was like love in first sight when we saw each other. He saved my friends again when they were attacked by Dr. Eggman's firefly robots. I didn't know he left when Sonic called me. I was worried about Ben. I was relieved when they came back, and Ben told us about the Ultimatrix, except for the fact that he _was_ human. It was getting late so... " paused Rouge with a blush. The parents look at her suspiciously until Ben stood up and put his arm around Rouge's head.

"Rouge offered me to sleep in her room after I told her that I was going to sleep on the couch because I didn't want to be a burden to her team. I accepted her offer because she can be _very _persuasive. She asked me if I had a girlfriend, and that brought back some painful memories of Julie. I told her I didn't anymore and she asked if I want to talk about it. I didn't want to, but the next night, I told her about Julie and asked her out on a date set on the week after. After we had a good time on it, I (blush) kissed her and asked her to be my girlfriend. She said yes with another kiss, but the moment was ruined when we got inside the base and found out that her friends were betting on her relationship. Vector begged to not do anything to him because he was one of those who supported us. The others got a taste of Rath." explained Ben. Carl and Sandra slightly paled, remembering what Rath is like. The parents stood up and went to the door and opened it to look outside. They came back in and closed it in a few seconds.

"What were you two doing?" asked Ben curiously.

"Sorry, Ben. We were just checking if Kevin is outside. You know how he likes to tease you about this stuff." answered Carl, making the couple smirk.

"Don't worry, Dad. Rouge took care of that. She's a mean kicker." chuckled Ben, remembering when Kevin volunteered to come with Ben to tease him and Rouge kicked him between the legs like the first time they met. The parents nodded before Carl thought of something.

"So where is she going to live?" asked Carl.

"With us. There's a guest room beside mine, remember?" answered Ben. Carl nodded.

"But where are the rest of her clothes?" asked Sandra before Ben face palmed, completely forgetting about that and realizing that the only clothes Rouge has are the ones she is wearing and the Omniverse Omnitrix. Suddenly, a yellow flash occurred between the two couples before boxes appeared with Rouge's name on them. Everyone stared at them wide-eyed.

_'Did Paradox do this? Nah, when he does this, the light is blue, not yellow.' _thought Ben before Rouge took out a note taped on the box.

"What's it say?" asked Sandra.

"Dear Rouge, when we got back home, I realized that you forgot to pack since the decision was so sudden, so the girls packed for you and I used my Chaos Control to move them to your current location. I know you can't write me back, but I'm sure we'll meet again someday, sis. From Shadow the Hedgehog." read Rouge as Ben looked over her shoulder.

"P.S: Ben, if you even think about looking at her undergarments, you'll find out why my name's Shadow." added Ben as he slightly paled.

"Shadow's your brother?" asked Carl. Rouge shook her head before she put the note in her pocket.

"We practically grew up together, so we treat each other like siblings." answered Rouge before Ben yawned.

"After everything that happened today, I'm going to get some sleep." said Ben as he walked upstairs to his bedroom.

**Omarnosian10: Done.**

**Shadow: Really?**

**Omarnosian10: Sorry, this is sort of a prologue before the next chapter, which is the first 2 episodes of Ben 10: Omniverse.**

**Rouge: Will I transform for the first time next chapter?**

**Ben: Yeah, I'm pretty sure.**

**Omarnosian10: And one more thing. Rouge is going to name her aliens differently, so PM or tell me in the reviews what names you want me to give her aliens, but nothing like Speedy for XLR8, Hot Lady for Heatblast, or She-Beast for Wildmutt, please. And tell me the designs as well.**


	2. Things Change

**Omarnosian10: Hello, readers.**

**Ben: Sorry this is less than two months late.**

**Shadow: The author will start making the Omniverse 2-parters into 1 long chapter.**

**Rouge: Like what the author will do in Fairy Tail's Galactic Defenders' arcs.**

**Omarnosian10: And that includes original arcs too.**

**Ben: The author kind of made a vow.**

**Shadow: That he'll update his incomplete fan-fictions once a month.**

**Omarnosian10: Thank you. Tomorrow, I'll work on Ben 10Nicktoons: Globs of Doom. ON WITH THE SHOW!**

**Chapter 2: Things Change**

**(Bellwood First National Bank)**

In the town of Bellwood, there was screaming going on at one of the banks, as one car and two motorcycles arrived as four figures came out of the vehicles before heading towards the building. The patrons and employees were backing away into a wall by four figures, which were all laughing cruelly.

"Thank you my friends...for getting me something to eat." said Zombozo as the people looked behind the Circus Freaks who moved out of the way, revealing Zombozo behind them.

"Now, hold still..." sinisterly grinned Zombozo as a device on his hat glowed faintly before making the people scream out as a blue form of energy came out, making his body to fill a bit.

"I don't get why you gotta have that weird machine, boss." said Frightwig.

"Who cares, as long as we get paid, right boss?" asked Acid Breath. Zombozo just chuckled as he saw the people fall over, groaning a bit as they felt exhausted.

"Indeed. Steal away, my friends. Take as many riches as you can carry. It's not like these stiffs need them...but first, to make sure they cannot call for help...Thumbskull, silence them." ordered Zombozo.

"Gotcha boss." said Thumbskull. He grabs a man, who groaned as he grabbed his head, a dark smirk on his face before a pink mana blast hit him, making him let go.

"Who did that? (groans) Ah crud..." frowned Thumbskull.

"So, I see you're back to working at the circus, huh?" asked a voice as four others came in, walking into the room.

"Guess Zombozo wanted the cheapest help, especially after the last time we met." added the same voice.

"Ah great, it's those party crashers plus a guest." said Zombozo with a growl as Thumbskull, Frightwig and Acid Breath came up, glaring at the four as the lights revealed the four in question. The source of the voice was Ben (in his Ultimate Alien appearance).

"We got these numbskulls, Ben. You take on the clown...unless you're scared of him." said Gwen (pre-Omniverse appearance).

"Haha, so funny, cous." said Ben with an eye roll, though heard snickering from behind him as he gave a stink eye to the other two in the room.

"Traitors." insulted Ben.

"Sorry, Tennyson. But I call dibs on the big guy." said Kevin (Omniverse appearance) as he grabs the ground. The stone on the grey ground began to creep up, absorbing the stone as it coated his body. He then charged at Thumbskull, who grunts as the two began to grapple with the other.

"I'll take on Frightwig." said Gwen as she gave a sheepish look to the second young woman in the group. The girl in question is Rouge, but with different clothes. She is wearing a black leather jacket unzipped, a white tank top with a large pink heart over her chest, barely covering her cleavage. She is also wearing a pink skirt and she kept the same thigh-length boots. She is also wearing the pink Omniverse Omnitrix on her left wrist.

"Sorry Rouge...guess you get Acid Breath." said Gwen before she was grabbed by two of the tentacles and thrown into a wall as Frightwig jumped at the red-haired girl. The girl in question just rolled her eyes at this.

"Good thing he can't melt what he breathes." quipped Rouge as she taps the Omnitrix as a pink holo-wheel appeared above it. Rouge rotated it before the face-plate slid back and the pink dial popped up. Rouge slammed the dial before being bathed in pink light as her skin and clothes turned pink and gooey before a UFO-like device hovered above her head and the pink Omnitrix symbol appeared on her chest. Her eyes are pink also.

"**SLIME**!" cried the female Polymorph.

"Ah... crud." muttered Acid Breath with his eyes bulged. Acid Breath shook his head before he breathed acid gas at Slime. Slime deforms and went under the mist before she reformed and gives Acid Breath a gooey uppercut. Acid Breath retaliated by surrounding himself in his own acid gas as a shield.

"Sweetheart, you shouldn't play with gas." smirked Acid Breath before Slime extended her gooey arm and punched him in the face.

"I already have a boyfriend, you fart breather." quipped Slime. Ben looked at his friends fighting them as he gulped faintly before moving his sleeve down, revealing the Ultimatrix. He activated it, looking through the list before he nods.

"IT'S HERO TIME!" yelled Ben before he slammed the dial as a green light came out as Zombozo looked nervously as he saw Ben become his most uncontrollable form.

"**RATH**!" roared out the Appoplexian, making the others watch this.

"...Oh no." groaned Gwen, face palming as Slime just sighed happily.

"I wish I brought some popcorn." said Slime as Acid Breath tried to blast her with another burst of acidic breath, but Slime deformed before going under the breath and behind Acid Breath before she reformed into a wall with two massive fists as she punches Acid Breath on both sides of his head, knocking him out easily.

"How come whenever I get to help fight, I get designated the easy target?" asked Slime as she formed into her normal shape.

"Because it helps get rid of these guys easier!" said Kevin as he threw Thumbskull into a wall as Rath growled at Zombozo.

"LET ME TELL YOU SOMETHING, ZOMBOZO THE VAMPIRE CLOWN! RATH REALLY HATES CLOWNS! MORE THAN I HATE PEACOCKS!" roared Rath as he jumps at Zombozo, roaring out, as Kevin, Frightwig and Slime just stared at this before looking at Gwen, confused.

"Long story, lets just say it involves Dr. Animo when we were kids and leave it at that." said Gwen as she fired a mana blast at Frightwig, making her yell out as both Kevin and Slime grabbed her hair and threw her right at her teammates, making the three groan out as Gwen chanted something in a whispering tone as the hair tied the three up. Zombozo got out a mallet and tried to slam it onto Rath, who just catches it with ease as he crushes it with his bare hands before growling at Zombozo, roaring out as Zombozo screamed out in terror as the other three cringed as they watched the beat down.

"GAH! Help me, he's crazy!" screamed Zombozo as Slime covered Gwen's eyes, while Kevin just smirked.

"Come on, Rath! Pile drive that bozo!" said Kevin as both girls glared at him.

"Don't encourage him..." groaned Gwen as Slime walked over with her arms crossed as she watched Zombozo get thrown over her head, making him crash into his henchmen, as Rath panted a bit as he saw Slime with her hands on her hips.

"...What? (crosses his arms.) I don't like him, that's all." said Rath, looking away as Slime just rolled her eyes at this as she walks over and kisses Rath on the cheek, making him calm down a bit.

"If I brought my camera, I would always treasure this moment." said Slime as Gwen looked at the groaning henchmen before looking at Kevin, who nods as the two walked up.

"Hey, Ben? Rouge?" asked Gwen as Rath and Slime slap the symbols on their chest, changing back to normal as they are looking at the two curiously.

"Listen...about what I told you before this heist happened..." paused Gwen.

"We know, Gwen. But come on, you really gotta leave? You love helping out here." asked Ben with crossed arms.

"You're just lucky Rouge declined, dude, even with my hacking and creating her identity thing. Of course, if you had any brains, you would be heading to collage too." joked Kevin as he powered down, as Rouge gave a glare.

"I didn't want to be separated from Ben, plus I still got training to do with the new Omnitrix." said Rouge, rubbing her head at this.

"Come on, there are plenty of good collages near Bellwood." said Ben, as Gwen gave a soft smile.

"There are, but not at Ivy League's level." said Gwen as Ben looked down, looking disappointed. Gwen put a hand on her cousin's shoulder.

"Look, I've helped you save the world for years now, except during your time on Mobius. I wouldn't mind seeing what I've been saving." admitted Gwen.

"Gotcha...so I guess it's just the three of us taking on the world, right Kev?" asked Ben as Rouge cringed a bit.

"Actually...uh...I kind of got a job near campus, so I'm going with." said Kevin as Ben looked even more disappointed.

"Oh...I guess that means the team is splitting, huh?" asked Ben, as Gwen shook her head.

"No, We can still visit for holidays or if you really need help. Plus you got Rouge, she can be of great help while we're gone." assured Gwen as Rouge gave a nod.

"Ben's going to have a harder time controlling himself if he's with Rouge alone." joked Kevin. Ben's face heated up and Rouge gritted her teeth before she kicked Kevin in the manhood, making him hold it and groan in pain.

"Forgot about your last punishment already, Levin?" smirked Rouge. Too hurt in the manhood, Kevin nodded instead.

"Plus, we're cousins, it's not like we won't see each other, right?" asked Gwen as Ben just nods.

"Right." said Ben as Kevin came up, giving the two a pained smile.

"See ya later man, Rouge." squeaked Kevin, as he and Ben went with a fist bump with Kevin's free hand.

"You better behave yourselves, OK?" squeaked Kevin. Both Ben and Rouge looked at each other in surprise before looking away shyly at that remark.

"Kevin, don't tease." said Gwen as she elbowed him in the stomach as she shared a hug with Rouge.

"You make sure Ben behaves himself while we're gone, got it?" asked Gwen.

"Don't worry, I'll keep him well under control." said Rouge sarcastically as the two cousins shared a hug as well while Rouge gave Kevin a hug goodbye as well, which he returned with his free arm.

"You two better come visit as much as you can, OK? We don't want it getting to quiet." asked Rouge.

"I'll make sure Gwen keeps that in mind. (laughs) Knowing her, she'd get to stuck in the books to remember." squeaked Kevin. Gwen gave her boyfriend a stink eye before smiling at Ben.

"I'll see you later, OK Doofus?" said Gwen, the last part in a teasing tone. Ben looked down, remembering when they were kids before giving her a smile.

"You too, cousin." nodded Ben. Gwen and Kevin looked at each other surprised at Ben's maturity before they entered Kevin's car, (with Gwen driving since Kevin is still covering his manhood.)

"What are those boots made of?" squeaked Kevin as Ben and Rouge waved to them as they left, as Ben looked down a bit, sighing a bit. Rouge looked at him with concern as she put her hand over his, as he squeezed it. Zombozo just chuckled a bit as he groaned a bit, getting up as he looks at the two with a dark chuckle.

"You know...if it wasn't for those two, you wouldn't be able to capture me or my friends...how are you going to fair with only that shape-shifting girlfriend as your only back up against the threats of the world?" asked Zombozo

"Shut it, Zombozo. I'm a super hero, Rouge and I can easily take care of Bellwood even without our team." said Ben as Rouge gave a nod, glaring at the clown as well.

"Yeah, that's right-...wait, why are we talking to the crazy clown?" asked Rouge, groaning a bit at the last part as Ben nods.

"Come on, let's put our money with our mouths are." smirked Ben before a growling sound from his stomach was heard, as Rouge giggled at that. Ben just gave a blush at this, as Rouge grabbed his hand.

"But first lets get something to eat. I sent a signal for the Plumbers to pick these Circus rejects up." said Rouge as Ben nods, as the two headed out, unsure of what the future would bring, unaware of someone watching the two exit the building from afar, heading to two motorcycles with the Omnitrix symbols with different colors. During the week (the time distance between this chapter and the previous one.), Ben sold his car to buy motorcycle parts for Jury Rigg to build the motorcycles for him and Rouge. Ben took out his green biker helmet while Rouge took out her pink helmet. They put their helmets on before they got on their motorcycles, Ben's the green one and Rouge's the pink one. They revved up their motorcycles before they drove off.

"So they are our quarry, hmm? Interesting..." said the figure before moving out, a growling tone behind him as Zed followed after the figure.

"Time to see if he and his mate are all they cracked up to be..." said the figure before he walked up, revealing himself to be Khyber.

**(Downtown Bellwood)**

Ben rode through town as Rouge noticed the local Mr. Smoothie, one of her new favorite hangouts. Ben saw it too as the two shared a hidden look and both looked down, remembering Gwen and Kevin weren't there to be with them there.

"Nah, it wouldn't be the same…lets see if there's something at the base for us to eat." suggested Ben, as Rouge nods in agreement as the motorcycles pulled away from the store and headed off.

"So Rouge, how's the academy holding up for you?" asked Ben, wanting to strike a conversation with Rouge.

"Oh the usual. Except the academy got blown up because of two dopes who didn't know how to turn off one of the fusion grenades. Luckily they were able to get us off and get us here on Earth for the rest of our training." sighed Rouge.

"Vreedles?" asked Ben as Rouge nods, remembering what villains she read about on the Plumber Database. Ben just sighed a bit, adjusting the mirror.

"Yeah…I doubt they'll be allowed back after THAT mess up." said Rouge as the two went to a plumbing store that read 'Max's Plumbing' on it. The two turned off their motorcycles before they removed their helmets as the two walked inside.

**(Plumber HQ)**

"Hmm…no one is here. Good." said Ben as he walked towards a bathroom marked 'Out of Order', with Rouge making sure no one was around before entering herself. The two then stood in front of the toilet as Ben pulled the chain, as a computerized voice analyzed the two.

"_Recognized: Tennyson, Benjamin Kirby. Recognized: Valentine, Rouge._" said the computer.

"You couldn't have chosen a non-romantic last name?" joked Ben. Rouge kissed Ben on the cheek.

"Not everyone in Mobius has a last name, so I _had _to make something up." smirked Rouge as she and Ben were lowered onto a secret elevator that was in the room as it lowered them down to a high tech, green and gray base filled to the brim with alien and humans alike. The two walked through, looking around as various agents gave them greetings, which they returned as they headed downstairs.

"Hey Grandpa!" said Ben as Grandpa (Omniverse appearance) looked up with a smile.

"Hello Ben, Rouge. You're just in time." said Grandpa as the Plumbers Helpers looked up as they waved as well.

"Yo Ben, we heard what happened with Gwen and Kevin. That's great for them, but…you OK, dude?" asked Manny, looking at them with a curious look.

"We're OK, Manny." said Ben as Rouge nods as she looks at what they were eating.

"What are you eating?" asked Rouge, confused as Max chuckles as he opens the pot.

"It's Centurian Goulash." answered Max as inside of the pot was what looked like a dark red liquid with what looked like noodles and…tentacles and other body parts of some form of cephalopod.

"It's a lot better than it looks. Grab a seat, try some." suggested Alan as Ben looked to Rouge, both unsure.

"Uh…I'm good. I suddenly lost my appetite. We'll go back on patrol." replied Ben sheepishly as he carried Rouge bridal-style while slowly stepping away as Max put the pot down.

"Wait a minute, you lovebirds. I got some big news for you two. You're gonna be glad I told you." smiled Max as he got out a paper as Manny snickered a bit, but got elbowed by Helen. Cooper, Pierce and Alan, the other three present, just rolled their eyes at this.

"Don't worry, Grandpa. I'm great, I wouldn't mind some hero action." said Ben before he moved his head toward Rouge's ear.

"And eating something that wasn't made from an octopus." whispered Ben as Rouge nods in agreement at this.

"Better then the 'all-natural' stuff your mom recently tried to feed you." reminded Rouge as Ben just sighed as an alarm went off.

"Looks like trouble!" said Cooper as the group ran upstairs to see what was going on, but Ben carried Rouge towards the elevator.

"Send the coordinates, we'll be right there!" ordered Ben as Max looks up at this, seeing Ben and Rouge go.

"Wait for back up, lovebirds. I'll send Alpha after you, or Manny's squad." said Max as Ben just gave a smirk.

"Please, we don't need back up. We're the Dynamic Duo." quipped Ben as he ran off with Rouge, as Max just shook his head at this.

"Teenagers…" muttered Max, as he got a badge out.

"I'm gonna go make a call." informed Max. The others nod, as they looked at the screen.

**(Upper Bellwood)**

Ben and Rouge rode over to where they were going.

"I feel kind of bad we didn't hear your Grandpa out…he could have had something that was really important, Ben." sighed Rouge.

"Don't worry, Rouge. We'll find out what's going on and then we can hear Grandpa ou-whoa…" paused Ben as he stopped his motorcycle along with Rouge with the two going out and looking in horror at the sight before them: An entire building was reduced to rubble with no clear sign of life anywhere.

"…What happened here…?" asked Rouge as she looks around cautiously as she and Ben took off their helmets and set them on their motorcycles. Ben and Rouge went down into the crater.

"What did this?" asked Ben. Rouge shrugs, a concerned look on her face.

"Come on, let's look for any survivors." suggested Rouge. Little did they know, Khyber was standing near Zed.

"Go my friend…attack." ordered Khyber. He let the dog out before giving off a high-pitched whistle, as the dog growled as it began to grow. A thunderous roar is heard as the two looked to the source and went wide eyed at what they saw: Crabdozer. IT gave out a thundering roar as it jumps down on them.

"That could be our demolition crew. Very good job, by the way." mocked Ben as he looked at the creature, which just growled.

"Come on, Rouge. Lets teach this thing a lesson." smirked Ben, along with Rouge.

"Gotta power up!" said Rouge as she taps the Omnitrix as a pink holo-wheel appeared above it. Rouge quickly rotated it before the face-plate slid back and the pink dial popped up. Rouge slammed the dial before being bathed in pink light. When the light died down, she transformed into a magma-like creature with fire surrounding her body. The fire around her head shapes like her hair style, and her mouth resembles female lips. Her chest is heart-shaped, with the pink Omnitrix symbol below her breasts.

"**GEOBLAZE**!" cried the female Pyronite before she winked at Ben.

"Ready, Ben?" smirked Geoblaze. Ben blushed before he nodded.

"Ready. Lets go, Humongousaur!" said Ben as he slammed the Ultimatrix down, a green light going around him before…it was revealed he had turned into a literal example for a mammal.

"**Spidermonkey**?" blinked the Arachnachimp in confusion as Crabdozer slammed him into a wall, making him screech out.

"Ugh…I thought I was OVER this sort of glitch…" frowned Spidermonkey.

"Hey, back off ugly!" threatened Geoblaze as she shoots fireballs at the monstrous creature, who just smacked her aside as well, making her yell out as they hit the wall of the crater. Spidermonkey groaned as the creature slammed him into a wall.

"Ugh…if I was Humongousaur, you would be in so much trouble." said Spidermonkey as he fired webbing at the monster's face from his tail, trying to get to it's eye but it wasn't able to due to his face getting in the way.

"Ugh…that isn't helping." yells out Spidermonkey as he got crushed against the wall.

"Ugh…Ben!" said Geoblaze as she shot more fireballs at the creature from behind, trying to get his attention but the flames did little against his skin.

"Ugh…it's not working…his skin must be fire-proof." stated Geoblaze. Spidermonkey saw this as he looked up, smirking as he fired a web up to a part of the remains of the building.

"OK, I need to get away from-" paused Spidermonkey. When he pulled down to climb up, he heard a crumbling sound.

"Oh no…" muttered Spidermonkey as suddenly that part began to fall, putting both under the rubble.

"Ben!" cried Geoblaze out of horror at that as Spidermonkey groaned as he crawled out of the rubble.

"I'm OK…ow." groaned Spidermonkey as he ran over as Geoblaze sighed out of relief before she lifted him up and gave him a hug.

"NEVER scare me like that again, got it!" shouted Geoblaze, angered but relieved he was OK as Spidermonkey grits his teeth in pain.

"Rouge, I'm sorry for scaring you, but do you mind letting me go?! I'm burning up!" panicked Spidermonkey. Geoblaze immediately let go and had a seductive smirk.

"You really think I'm _that _hot?" teased Geoblaze as she does a seductive pose. Spidermonkey blushed and started stuttering. Before Geoblaze could tease him more, Crabdozer roared out as the two looked towards the rubble as the monster charged at them.

"How about we tease AFTER we run from that monster!" suggested Spidermonkey.

"Good idea!" agreed Geoblaze as the two made a run for it, dodging the monster's claws as Khyber watched.

"Hmm…that mate is equally as impressive, we cannot catch our prey when they're both together. They're both worthy prey." said Khyber to himself as he saw Spidermonkey fire web into Crabdozer's eye, making it roar out in pain as it glared at the two with its good eye. Khyber then whistled, making Crabdozer look up before running away.

"Uh…yeah, you better run before I go Ultimate on you!" threatened Spidermonkey, as Geoblaze looked confused at this.

"Why did it run away?" asked Geoblaze in confusion as she saw one of the toilets from the remains opened up as Pakmar came out.

"Is it gone?" asked Pakmar as the two jumped back in shock.

"Uh…who are you?" asked Spidermonkey, confused as Pakmar got out of the toilet.

"I am Pakmar, this is my place…well, it was." sighed Pakmar, as both hero and heroine look at him sadly before changing back to human form.

"Well, you're safe now." smirked Ben as Pakmar just gave him a flat look.

"My hero…" muttered Pakmar sarcastically as he continued to clean up what was left his store.

"You…need any help, sir?" asked Rouge as Pakmar glared.

"No, just go away! Pakmar wants no more trouble." said Pakmar as Ben looked around, seeing it in ruins, but didn't say anything.

"All I wanted was to work my Toilet emporium in peace…now look at it." waved Pakmar. Rouge noticed an odd-looking toilet near by as Ben flushed it, making it move around crazily. The two gave Pakmar an odd look as he just shrugs.

"I…rather not know what this is for. Who did this? Angry customer? Given the aliens I've met, I would believe that." asked Rouge while Ben nods.

"No. A group of low lives are intimidating all law-abiding businessmen in town. If they have Taydenite, they will give protection. If not, we need protecting from them." answered Pakmar, as Rouge and Ben went wide-eyed.

"Baumann…he's the only other alien business in town." informed Ben as Rouge nods.

"We gotta go help him, fast!" suggested Rouge. The two then went off.

"We'll call some plumbers to help you relocate! We'll take care of those criminals for you!" said Rouge.

"Go away, girl human! Take you and your boyfriend in green!" yelled Pakmar as the two cringed at that, knowing he wasn't happy.

"I should've stayed and went Clockwork." sighed Ben.

**(Baumann's store)**

The two had parked outside as they stood behind Baumann who was stacking up cans of food.

"So Mr. Baumann, what do you know?" asked Ben, as the man just shrugs.

"I know a lot of things." shrugged Baumann, as Rouge looked at the alien patrons.

"What about…alien shake downs?" asked Rouge, making the older man look up in surprise.

"Uh…no. Look, I am really busy." said Baumann, as Ben and Rouge shared a look.

"Uh-huh…" blinked Ben as Baumann looked around cautiously before pushing the two ou.

"Look, it was nice seeing you kids again. You can have something to go, just leave. Now." said Baumann as Ben looked at Rouge.

"They're coming now, huh?" asked Ben as Baumann groaned.

"Look, it's a simple arrangement, OK? I pay them and they leave my business alone." said Baumann as Rouge looked at him with concern.

"Mr. Baumann, we've seen what these guys can do. That guy, Pakmar, lost his business already. He could have died from that explosion. We don't want to see these guys do anything to you or anyone else." said Ben

"Plus, if we _did _somehow destroy your store, we'll just use our Chronosapien forms to reverse the damage." added Rouge, looking at the older man with concern along with Ben as Baumann looked around and sighed.

"Alright, go sit in the counter and _please _don't touch anything!" ordered Baumann as he went behind the counter. Ben and Rouge nodded to each other as they scrolled their aliens.

"Maybe Ninjurtle will do the trick." muttered Ben as he slammed the Ultimatrix dial, bathing himself in green light as he becomes a green anthropomorphic chameleon wearing a black ninja outfit (except for the head, feet, and hands), dark green boots with black accent, white gloves with green pads, studded wrist and ankle bands with golden button/bolts and bandages, and the Ultimatrix symbol on the chest area. Ben opened his eyes before he looked himself over.

"Or **Chaminja** could work." sighed Ben, now known as Chaminja.

**(A/N: After the departure of the Sonic Heroes, as a reminder, Azmuth unlocked every Mobian Form in the Omnitrix, including his previous Mobian Hedgehog form, except he now has manipulation over Chaos Energy, like Shadow. Before some of you complain, don't forget that Ben has 2 Upchuck Forms, Perk and Murk)**

"Maybe something with muscle." muttered Rouge as she slams the Omniverse Omnitrix dial, bathing herself in pink light as she becomes a hulking, broad-shouldered alien covered in pink armor plating on her back, shoulders, and the backs of her arms. She is mostly white. She has four claws on both of her hands. Her lips remain feminine. Her pink eyes are similar to eyeliner. She has black markings on her torso and pelvis in a similar design to a bikini. The pink Omnitrix symbol is on her chest. Unintentionally, her transformation caused a tower of cans to get knocked over.

"Uh… that was me! My bad!" admitted **Shell-sphere** sheepishly as she went to the counter, with some cans in hand as she gave a sheepish look to everyone as Chaminja covers his eyes and looks away.

"Sweetie, why did you pick your Arburian Pelarota form?" asked Chaminja as the two sat at the counter, with Shell-sphere accidentally bending the chairs under her weight.

"Don't blame me, blame this stupid watch. I can't seem to get it work. You'd think Azmuth would give me something to make sure this doesn't automatically give me the wrong alien." said Shell-sphere as she heard Chaminja's stomach growl a bit. Shell-sphere giggled as Chaminja blushed as he looked at the hooded man with a sandwich in front of him.

"Uh, hey stranger, are you going to finish that?" asked Chaminja.

"Ben, that's rude." said Shell-sphere in an annoyed look as the man calmly gave him his sandwich, much to the two's surprise.

"Uh…thanks. Do you mind passing the-" paused Chaminja as the other items were given at surprisingly fast speed in a seemingly similar black blur.

"Whoa! Uh, thanks." thanked Chaminja as Baumann gave Shell-sphere one as well, as the couple both picked up their sandwiches when-

"Pay up, Baumann." demanded Bubble Helmet as he enters the store, along with Liam and Fistina.

"Bwaa-Yeah, you know what happened to Pakmar." squawked Liam as both Shell-sphere and Chaminja shared a look.

"I heard he had a great deal on toilets, too bad for him." frowned Shell-sphere, setting her sandwich down as Baumann gave her a frown.

"Yeah…well, accidents can happen. (cracks her knuckles.) Right, Mr. Baumann?" grinned Fistina as she motioned to a large device of some kind, which looked like a red Chronosapien time bomb.

"Alright, here." said Baumann as he went to get the money as Liam took some of the near-by birdseed and began to eat it as Baumann got some taydenite out, which Bubble Helmet took.

"Thanks."smirked Bubble Helmet as Chaminja and Shellsphere both got up, Shell-sphere accidentally making a crack in the counter as they got up.

'Hold it, Bubble-head." said Shell-sphere as Baumann groaned a bit.

"This doesn't concern you two, so buzz off." said Bubble Helmet as his partners, Liam and Fistina, glared.

"Sorry, but we're not going to let you intimidate people any more." frowned Chaminja as Bubble Helmet frowned as he got out two red laser lances.

"Well then, you two are gonna need to learn your lesson." said Bubble Helmet as he fired out red lasers, which Chaminja and Shell-sphere dodged as Shell-sphere rolled up into a black-striped pink ball and charged at Bubble Helmet, as Baumann hid under the counter as the customers run away. Shell-sphere rammed into Bubble Helmet, making him crash into some shelves as Chaminja saw Fistina glaring down at him while cracking her knuckles as 4 kunai appeared in each of Chaminja's hands.

"Ah, so you are a Mobian Chameleon? Interesting…" said Fistina as Chaminja glared at her while throwing his 8 kunai at her. Fistina used her arms to block as the kunai strike her armor and remain there. When she lowered her arms, Fistina became wide-eyed as she noticed that Chaminja disappeared. Fistina looked around until Chaminja appeared in front of her face and butterfly kicked her face, making her take a step back as Chaminja back-flipped away.

"Ugh…I knew this would happen…" muttered Baumann as the hooded figure just calmly continued to eat, mostly ignoring the action around him as Fistina ran at Chaminja, but Shell-sphere hit her into a group of shelves, making Chaminja and Shell-sphere cringe.

"Uh…we'll clean that up after the fight." said Chaminja sheepishly.

"You always say that…all of you Plumbers always say that…" groaned Baumann as Liam glared at the couple, running at them and sending a jump kick their way, with Chaminja dodging it and Shell-sphere rolling away from the attack, unintentionally knocking down a box of birdseed. Liam landed while advancing, his claws out. Shell-sphere saw the birdseed near by and took a handful, as Liam looked curiously before coming over to take some…but Shell-sphere smirked as she grabs him and rolls him up, rolling away as Fistina got up and fired her hand at Shell-sphere, which just ricocheted off Shell-sphere's armor. Bauman yelled out as he ducked, but the patron just calmly moved his food out of the way again as the fist returned, with Fistina yelling out as Liam was dropped him. Chaminja looked up and saw Bubble Helmet starting the machine as he glares.

"Oh no you don't!" frowned Chaminja as he takes out a shuriken. Bubble Helmet smirked as he saw Chaminja suddenly running towards him while rearing back his shuriken.

"Too late, kid." said Bubble Helmet as he presses a button as a red force field came over the device, making Chaminja go wide eyed as he saw it beginning to count down. Liam groaned as he and Fistina got up and ran over, as Liam kicked at Chaminja, but he dodged as he sent a kick of his own at Liam. Shell-sphere saw the bomb and rolled at it as Chaminja took on Fistina and Liam, using his ninja speed to duck and dodge the attacks.

"I got the bomb, Ben!" said Shell-sphere as a beeping sound came out before the Omnitrix timed out, making Rouge grit her teeth in frustration as she flies toward the force field. Rouge rolled forward as she hit the force field with her feet while she back-flips gracefully multiple times.

"This must be how Ben feels when the Omnitrix times out." sighed Rouge sadly.

'See ya, Baumann. Liam, Fistina, come on!" said Bubble Helmet said as the two got up.

"You're not getting away!" growled Chaminja as he threw his shuriken at Bubble Helmet. Bubble Helmet swat it away with his laser lance as the criminal trio prepares to leave.

"Isn't this usually when your other friends show up and help save the day?" asked Baumann flatly, as the hooded figure suddenly jumped up, ditching the cloak to reveal his true form. In front of them is a teenage human, at least a year older than the couple. He was wearing a gray jacket, with a black shirt inside. He had on white leather gloves with two rings on the wrists, and black pants. He also had on white, red, black, and yellow jet shoes. His eyes are red, his hair was black with crimson red strips on it. His skin was an even tan.

"…I was being sarcastic." muttered Baumann as Chaminja looked at Rouge with confusion as he changes back in a green flash.

"Who is that?" asked Rouge as the young human jumped ahead, kicking Fistina in the back as he used a sweeping kick at Liam, making him squawk out in shock as he fired a blast of energy from his weapon, which sent down Bubble Helmet. He then looks at the shocked Rouge and Ben.

"Who are you?" asked Ben, shocked as the young human gave a smirk to the two, as Rouge looked at him with a curious gaze before the alien criminals armed themselves with blasters.

"Look out!" warned Rouge as the human turned around in a black blur before extending his palm forward as the criminals blast red lasers.

"CHAOS SHIELD!" cried the human as a yellow energy shield surrounds him while the lasers fail to penetrate it, shocking Ben and Rouge even further.

"SHADOW?!" shouted the couple shocked as the sphere disappears.

"Surprised?" smirked Shadow as Rouge hugs him in a sibling way.

"What are you doing here?" asked Ben as he approaches the ex-Mobians.

"I was sent by your grandfather as back-up." said Shadow, as Ben looked surprised when he punched Liam when he tried to sneak up behind him without looking.

"I am your new teammate." informed Shadow.

"Wait, you're gonna be part of our team?" asked Rouge surprised.

"I didn't ask for a new teammate, but this is great! The trio is back in action, just like old times." smiled Ben as he fist pumps.

"How did you become a Plumber in the first place?" asked Rouge amazed.

"And more importantly, why and how did you become human?" added Ben surprised as Bubble Helmet and his goons get up.

"It's kind of a long story." said Shadow as he scratches the back of his head sheepishly as Ben saw the goons get up.

"The goons are getting away!" said Ben as Shadow forms a yellow energy semi-disc between his hands.

"CHAOS BOOMERANG!" cried Shadow as he throws the energy semi-disc at the criminal trio's feet, causing them all to trip.

"Nice…how long were you able to do that?" asked Ben amazed.

"I've been practicing with other energy-based Plumbers." answered Shadow as Rouge looked at the bomb curiously.

"What are we gonna do about this?" asked Rouge while Ben activated the Ultimatrix.

"We smash it!" cried Ben as he slams the Ultimatrix dial before becoming bathed in green light as he becomes the first new Omniverse alien.

"**BLOXX**!" cried the Segmentasapien as he flexed his arms before looking at himself curiously.

"New alien?" asked Shadow. Bloxx nodded as he glared at the bomb, trying to punch it down, but saw his hands shattered on impact.

"What the?" muttered Bloxx confused before his arms grew back, making him scowl.

"Shadow, Rouge, switch places. You two deal with the bomb, I'll get these guys." ordered Bloxx as the mentioned people nod with the two heading to the bomb as Bloxx formed a barrier around the crooks.

"How do you turn off the bomb?" asked Bloxx as the answer he got was just being fired at.

"…Yeah, that helps…" muttered Bloxx, annoyed as the spots that got blasted healed over.

"Maybe I can phase through the energy field." thought Rouge out loud as she scrolled through her aliens before the face-plate slid back, allowing her to slam the dial as she bathes in pink light before being replaced by a bright blue/white moth humanoid in a bright blue cloak with pink spots.

**"MOTHFROST!" **cried the female Necrofriggian as she turns intangible before she punched the energy field, only to be shocked by red electricity before she kneels down in pain.

"Rouge!" cried Shadow as he approaches Mothfrost. Mothfrost shook her head before she stood up straight.

"You got to be kidding me! The force field is intangibility proof! I can't go through!" growled Mothfrost as Bloxx looked at them.

"Try going under!" suggested Bloxx's head got blasted, only to regrow.

"How's that going to help?" asked Mothfrost.

"I get it! The force field can't reach underground, so... " paused Shadow.

"I can phase through from below, so I won't get shocked again." finished Mothfrost. Shadow nodded before Mothfrost phased underground. Mothfrost phased out of the ground and leaned in front of the machine.

"Time to chill out!" quipped Mothfrost as she exhales her frost breath as the machine becomes covered in ice while the force field deactivates.

"Good work, Rouge." smiled Shadow before the frozen machine began vibrating as Mothfrost stands up while stepping back.

"What's happening?" asked Mothfrost as Shadow's eyes glow red for a moment until he gritted his teeth.

"The machine built up too much energy! If we don't get it outside, the entire _block _will be a giant meteor crater." warned Shadow as he turns toward a wall before pointing his glowing yellow fist at it.

"Wait, what are you doing?" asked Baumann as Shadow reared back his glowing fist.

"CHAOS FIST!" cried Shadow as he punches the air before a yellow energy fist was fired at the wall, making a hole appear.

"Ben, the machine's energy core is overloading. Help me move it outside." warned Shadow as Bloxx got away from the three criminals and went over to them and grabbed the bomb and ran out, Mothfrost and Rook following suit. Bloxx was about to throw it, but Shadow yelled out to stop him. Shadow's eyes then got a crimson glow as he looked around.

"Yeah…just take your time…it's not like this bomb won't BLOW US UP!" said Mothfrost in annoyance. Bloxx looked at the bomb in concern.

"She's joking, by the way; Hurry up!" cried Bloxx.

"I am looking for any signs of life…you are good to go." said Shadow as Bloxx was about to throw, but the three criminals fired his arms, making him drop the bomb.

"OK, these guys are getting annoying." muttered Mothfrost as she glared at the three as Shadow covered their fire as Bloxx went to grab the bomb.

"I got it! (the bomb fell to the ground.) I don't got it…" said Bloxx as it sent out a shock-wave. He quickly changed into a catapult with the bomb in his hands and threw it across the road to the abandoned building.

"Everyone, take cover!" shouted Shadow as the three ran away, the criminals looking shocked.

"Three…two…ONE!" cried Shadow as Mothfrost breathed an ice barrier over them as the bomb exploded across the street, destroying the building, along with weakening the ice barrier and leaving a large crater behind. The couple turned back to Ben and Rouge as they at each other and Shadow.

"You 2 OK?" asked Rouge.

"Yeah, thanks Rouge." said Ben, giving her a relieved look as he walked over and gave her a quick kiss.

"Thanks for the save." thanked Ben,

"Heh, no problem, hon. Shadow, you doing OK?" asked Rouge.

"Please, it's going to take more than an explosion to take down the Ultimate Life-Form." gloated Shadow, making the couple roll their eyes as they saw Bubble Helmet, Liam and Fistina running out of the store. The three looked at each other and ran after them down a hole in the ground.

**(Undertown)**

They followed after them, with Ben and Rouge stopping when they saw a surprising sight.

"No way…" gasped Ben as he saw what looked like a small town hidden underground, having reworked an abandoned subway station and sewer area into a livable area, with Rook passing by them.

"Well…nothing better to do…come on lets go find out who's their boss." said Rouge as Ben nods with the two following after Shadow. Unbeknownst to them, Khyber looked at the crater as he frowns.

"No one escapes from Khyber…my friend, get the matrix bearers…and get rid of the other human with them while you're at it." ordered Khyber. Zed nods as it ran after them, Khyber just watched before looking ahead, a dark smirk on his face as he walked after his beast, keeping a calm composure the whole way.

**(Few minutes later)**

The heroes were running through the streets, as the three criminals had split up and the three had separated to follow after them; Shadow went after Fistina, Ben went after Liam and Rouge went after Bubble Helmet.

"I can't believe there is a whole city with aliens in it…" said Ben via communicator link with the others, currently as **Ultimate Wildmutt** to keep up with the fast chicken-like Alien.

"I know…it's amazing." said Rouge in another part of the city, currently as a blue velociraptor alien wearing a white jumpsuit with a pink stripe on the chest and a black helmet with a pink heart visor to slowly keep up with the more worm-like alien.

"When you're chronologically 53 and have the body and mind of a 17-year-old, you get used to surprises." shrugged Shadow, jumping over crates to keep up with Fistina, who was surprisingly agile.

"It's an entire SECRET CITY. That NO ONE knows about." pointed out **Acceleraptor.**

"Yeah, no offense, Shadow, but a lot of people would be curious about this." said Ultimate Wildmutt flatly.

"Let's focus less on the scenery and catch these lowlife mortals." suggested Shadow as he kept following after Fistina, going through a door she had smashed through.

"Good point, Shadow." nodded Ultimate Wildmutt, keeping his nose on Liam as the chicken humanoid climbed onto some roofs, with Ultimate Wildmutt following effortlessly as he growled after the other alien.

"Ben, don't you think we should ask him some questions first?" asked Acceleraptor as she chased Bubble Helmet down a street, skidding faintly as she quickly made a turn to follow him down an alley.

"Rouge, we should focus more on catching those baddies. We'll ask Shadow after the mission." assured Ultimate Wildmutt, growling after Liam as Acceleraptor just sighed. Fistina ran past a few men, as Shadow went by them as well, saying stuff like, "Out of my way!" "Get out!" "I warned you miss." as he kept the chase up between him and Fistina. Bubble Helmet smirked as he shoved a female reptilian woman as Acceleraptor blurred around her.

"Sorry! OK, that was low, pal…" glared Acceleraptor under her helmet. Fistina jumped through a wall and fired her left arm out, releasing a grapple line that sent her ahead and landed on a near by rooftop and smirked, but frowned when she saw Shadow easily followed. Liam jumped off of the rooftop he was running on and landed on the streets below, Ultimate Wildmutt following after on all fours. Ultimate Wildmutt leapt with his claws bared, which Liam dodged in time as he hit a nearby cart, making an alien yell out in shock as his produce went flying.

"Sorry." apologized Ultimate Wildmutt as he ran by, as the alien just groaned a bit in annoyance at that.

"Dumb mutt…" muttered the alien as he went to clean up, but got knocked down by Bubble Helmet that ran by as Acceleraptor stopped to help him up.

"Sorry, are you alright?" asked Acceleraptor as she quickly cleaned up the cart before going back after Bubble Helmet as the alien just groaned a bit, rubbing his now sore head. The three heroes chased after the criminals as they went down a abounded track, as Acceleraptor saw them and smirked.

"Time to go Eye Girl on these guys." said Acceleraptor as she pressed down on the Omnitrix symbol on her chest, which glowed as she continued to run…only to see that she was now a very slow, humanoid armored being that was very slim in terms of build and looked akin to bipedal oven with four fingers and three slots, that revealed a faint trace of pure pink eyes under it, the Omnitrix symbol on the front of the armor's 'door' like front, and also black stripes connecting to his shoulders, wrists and ankles.

"**Nuclearite**? zeriously?" asked the female Prypiatosian-B in annoyance as she spat on the ground, releasing a red liquid as Ultimate Wildmutt and Rook caught up, as Ultimate Wildmutt looked at her oddly.

"Wrong alien, Rouge?" asked Ultimate Wildmutt as Nuclearite sighed a bit.

"Da…new Omnitrix…I'm still learning ze controls." shrugged Nuclearite as Shadow gave a nod as his hands glowed yellow.

"My turn. CHAOS LASSO!" cried Shadow as he forms an energy rope on his hands before he lassoed one end like a cowboy and threw it below Liam, who got caught and tied up.

"Nice job, Shadow. You _got _to teach my energy forms that sometime." complimented Ultimate Wildmutt as Nuclearite fake-coughed.

"Oh, sorry Rouge. Hers too." added Ultimate Wildmutt as Nuclearite nodded before the trio approaches the chicken alien.

"Now, Vhere iz your boss? Who eez in charge of zese shake downs?" asked Nuclearite, as her eyes glowed a bit.

"You might want to answer, unless you want to be my deep fried lunch." warned Ultimate Wildmutt as he licks his lips hungrily like a predator as Liam looked behind them and went wide eyed.

"Bwaak! Behind you!" yelled out Liam as Shadow rolled his eyes.

"None of us are dumb enough to fall for that, you chicken." insulted Shadow as a car honk is heard as the trio looked with wide eyes (except for Ultimate Wildmutt and Nuclearite's eyes are unseen) as a large bus was coming their way.

"Get him out of the way!" ordered Ultimate Wildmutt quickly as the three moved Liam out of the way, only resulting in Ultimate Wildmutt and Nuclearite to get hit as Shadow landed on the metal-covered alien's back as the driver looked at them with shock.

"You took out my brakes!" yelled the man as Nuclearite glared at him with annoyance.

"YOU RAN US OVER!" yelled Nuclearite and Ultimate Wildmutt in unison as Shadow looked at Ultimate Wildmutt with a smirk.

"Ben, can you use Jury Rigg to disassemble the bus?" asked Shadow as Ultimate Wildmutt shook his head before smirking.

"No, but I have a better idea." said Ultimate Wildmutt as he slammed the Ultimatrix symbol and bathed himself in green light to become the first mechanical alien Ben used.

**"Upgrade!" **cried the Galvanic Mechamorph as he got over Nuclearite and merged with the bus, covering it in black goo with green circuitry and vice versa as the passengers awe at this before the Upgrade bus fixed the brakes and took out two arms from the sides as he planted them on the ground, making dents in the earth as the Upgrade bus stopped, sending the ex-Mobians flying backwards.

"Ugh!/Ow!" yelled out the ex-Mobians as they both landed on the ground, Nuclearite turning back to normal and Upgrade separating from the bus before changing back to normal as the Driver sighed at this.

"Here's our stop: Undertown Market place. All those getting off, get off here. Next stop is Gasious Gardens." announced the Driver as several people came off as the car drove off, leaving a smoke trail behind.

"You two OK?" asked Ben as Rouge gave him a quick and passionate kiss on the lips.

"Yeah, thanks to you, honey." smirked Rouge as Shadow nodded. They looked at the area curiously. The market Place was filled with activity with aliens of various shapes, sizes, colors and even species with different vendors selling various things.

"(whistles) Look at this place. Come on, lets look around." suggested Ben. Rouge nodded eagerly as she held Ben's hand while giggling eagerly as they ran off. Shadow looked around with concern as he followed as well.

**(Back in the subway)**

Khyber was walking around, looking curious as he sniffed the air.

"Old friend…I need you here." whistled Khyber as Zed arrived, growling a bit as Khyber looked to the spot below as he got onto his knees.

"Hmm…size 12 homosapien shoe prints, likely from the energy-using human… small essence of Galvanic Mechamorph close to evolved Vulpimancer footprints…and also Kineceleran tracks turning into shoe prints akin to a Prypiatosian-B's containment suit. They were here… They are that way…hunt down the Omnitrix and Ultimatrix Bearers!" whistled Khyber as Zed ran off, a red glow came out as a dark figure began to grow out of it.

**(Undertown Market place)**

The trio looked around, as Ben and Rouge looked around curiously as Ben looked at various glass work while Rouge looked at a jewelry stand as Shadow kept an emotionless composure through it all. Shadow looked at a nearby clock and realized that their search was taking 10 minutes.

"Shouldn't either of you use Wildmutt to track down the criminals' scents, now that the Omnitrix and Ultimatrix are fully recharged?" asked Shadow.

"First off, there's too many people here. I won't be able to find the scent with so many different ones." answered Ben.

"And secondly, our vulpimancer forms track out scents by memory, so even without this many people, we won't be able to know which scent belongs to who, and without the bomb we destroyed, we can't find anything they touched to use their scents." added Rouge.

"So our plan is what we learnt. If we lose the henchmen, they are likely to tell their boss and it's very likely they'll come after us and we find out who the big guy is." realized Shadow as the couple nodded.

"How long has there been an Undertown?" asked Ben, looking curiously as Rouge shrugged.

"Since Earth became an open system…though I'm pretty sure they have started it after the Forever Knights threatened many of their lives during that Purge when they supposedly killed Pierce." answered Shadow as the couple's stomachs growled a bit as they saw a rabbit-like alien wearing a tank top and a pair of blue pants with yellow-like eyes covered with robotic covers.

"Tentacles on a stick here! Come on up, Tentacles! With suckers, without, we got them from anything from earth octopi and cuttlefish to Pissicus Tentacons." announced the rabbit said as Ben and Rouge rubbed their stomachs.

"…desperate times, huh? You like fish, right Julie?" asked Ben.

"Yeah, but mostly cooked fish." groaned Rouge, not liking this as she walked up with Ben, Shadow looking disgusted.

"Two tentacles, please." ordered Ben as the rabbit looked at them curiously.

"With or without suckers?" asked the rabbit alien as Ben and Rouge looked at each other and shrugged, unsure of how Max would make it.

"With, please." shrugged Rouge as Shadow came up.

"Hold on, are those tentacles safe for human consumption?" asked Shadow threateningly as the rabbit shrugged.

"Mostly safe." nodded the rabbit.

"Good. Anyway, we were wondering if you had seen any three people matching these descriptions. A chicken-humanoid alien, a blue worm in a mechanical suit, and a red/black female cyborg." said Shadow as the rabbit went wide eyed, looking around nervously.

"Uh…nope, haven't seen nothing. I don't see you, or anyone. I gotta go, bye." said the rabbit quickly as he got onto his hover-bike as his shop closed up.

"Hey, what about our food?" asked Ben, annoyed as the rabbit looked around.

"Didn't hear of them. Sorry, gotta go!" said the vendor as he drove off, as Rouge raised an eyebrow.

"Yeah, that wasn't suspicious at all…" muttered Rouge, rolling her eyes at this.

"Hey! Get back here!" demanded Shadow with his hands glowing yellow and his eyes glowing crimson as he ran to the leaving hover-bike.

"Wait! Shadow, come back! (Shadow leaves his sight) Aaaannnd we lost a teammate." deadpanned Ben, face palming as Rouge heard her own stomach growl a bit, making her blush a bit from embarrassment as Ben chuckled.

"Guess you're getting hungry too, huh? Come on, lets look for something to eat." suggested Ben. Rouge nods in agreement, unaware of the monster watching them from afar with piercing red eyes.

"Get your Protozoan Smoothies!" said a voice, getting the two's attention as they went to the source of the voice, which was a large, worm-like creature. Another alien handed him something that looked like a square piece of crystal as he spat out a colored liquid orb and put a straw in it, as the creature took it and took a sip out of it.

"…Eww…" gagged Rouge and Ben as they slightly turned green for a moment.

"IS that safe…for humans, I mean?" asked Ben as the worm gave him a flat look.

"Hey, listen here, monkey boy…" insulted the worm, giving him a glare as a roar is heard. Everyone turned at this as a quadruped monster came out, snarling at the group.

"Another monster?" asked Rouge, confused as Buglizard roars as it charges at them while Shadow quickly moves a child out of the way as it came right for Rouge as it leapt on her and restricted her arms and legs with it's own as it continuously tries to bite Rouge's head as Rouge moves it from it's own head.

"Get off my girlfriend, you overgrown lizard!" demanded Ben as he charges at Buglizard while slamming the Ultimatrix and successfully tackling Buglizard off Rouge as the fourth Andromeda alien.

**"Armodrillo!" **cried the Talpaedan as he helps Rouge up.

"You okay, dear?" asked Armodrillo concerned as Rouge jumps high and kisses Armodrillo's would-be mouth quickly.

"Yeah, honey." smiled Rouge.

"Could you two flirt later and help me?" asked Shadow as he keeps Buglizard's mouth open to prevent said predator to bite him. Rouge nodded before activating the Omnitrix while running toward Buglizard. Rouge slammed the dial as Buglizard smacked her away with it's tail, crashing her into a store, destroying it in the process. Rouge came out of the debris as a red mollusk-like alien, wearing red two piece armor that looks like a bikini, red thigh and forearm armor with small silver spikes, a red metal hood, silver claws, and a red/silver round head with pink eyes and the pink Omnitrix on her chest.

**"Hydro Shooter!" **cried the female Orishan as she fired from the ports of her hands two continuous streams of water at Buglizard, pushing it off Shadow and wetting them both. Buglizard stood up before Armodrillo jackhammer uppercut it while Shadow leapt high above it with his leg covered in yellow energy.

"CHAOS KICK!" cried Shadow as he axe kicked Buglizard to the ground, creating a crater where it landed. Hydro Shooter fired a stream of water at Buglizard as it tried to dodge until Armodrillo jack-hammered the ground and created an earthquake, far enough from Hydro Shooter to not affect her and close enough to Buglizard as it lost it's balance and dropped to the side. The water stream hit it in the face as it snarled while shaking his head. Shadow gripped Buglizard's tail as lightning surrounded his holding arm.

"CHAOS LIGHTNING!" cried Shadow as the wet Buglizard became surrounded by electricity as it roared in pain while Shadow let go to prevent shocking himself. Unknown to them, Khyber watched from afar.

"Three vs. one…unsporting…" scowled Khyber as he whistled, making Buglizard look up curiously before releasing a thick, yellow mist, obscuring it from everyone's view as they went to grab it.

'Got him!" said all three at once…only to realize, after the fog had lifted, Hydro Shooter caught Shadow's foot, Shadow caught Armodrillo's tail, and (while blushing) Armodrillo caught Hydro Shooter's leg... too close her waist, making Hydro Shooter blush as everyone let go.

"Rouge! I'm so sorry! I had no idea I grabbed your leg _that _close!" apologized Armodrillo while waving his hands defensively. Hydro Shooter blushed brightly before shaking her head.

"It's okay. I know it was an accident. I would've reacted the same way if I grabbed your tail too close to your bottom." assured Hydro Shooter as she and Armodrillo changed back to normal while keeping the blushes. Shadow quietly snickered before deciding to change the subject.

"Lovebirds, the Buglizard got away! But I think I know where to go. My investigation got us a lead." said Shadow as he motioned them along while the couples' blushes died down and followed, heading for the less savory part of town.

**(Gas Chamber)**

The three headed towards a large bar-like area called the 'gas chamber'.

"This is where one of the criminals are. The blue worm called Bubble Helmet." informed Shadow as he knocks, but a squid-like fish creature came to the door, glaring at them.

"Take the back way, oxygen breathers." hissed the alien in annoyance as Shadow analyzed the atmosphere inside.

"Hmm…that's not oxygen…that's a lot of chemicals that has numerous effects on the human body." informed Shadow.

"And none of us brought a gas mask, did we?" asked Ben as Rouge and Shadow shook their heads. Ben sadly sighed before activating the Ultimatrix and slamming it down, turning into his second turtle alien.

"**Terraspin!" **cried the Geochelone Aerio as he glares at the folks, walking into the atmosphere with no problem.

"We might have to hold our breath." advised Rouge as she and Shadow puffed their cheeks and held their noses before stepping back.

"Has anyone seen a guy named Bubble Helmet? (No response) Not chatty, huh? Well…maybe it's just this atmosphere. Allow me to change it up." quipped Terraspin as his head suddenly retracted as he spun his limbs in a circle, releasing a suction that retracted the gas, making the creatures begin to cough and hack at the sudden change in atmosphere. Rouge and Shadow let go of their nose and slightly inhaled the safe air before they looked and saw Bubble helmet, which was actually a large pink worm wearing the armor, gasping for breath as he went for his helmet.

"There he is!/I see him!" cried Shadow and Rouge as Rouge front-flipped through the people and landed beside the helmets and grabbed it from him, as she glares at him.

"Hi, remember me?" asked Rouge as she tossed the helmet to Shadow, who caught it as Terraspin came over.

"Nice place you got here…great atmosphere. Listen, we'll leave if you tell us WHO is in charge of these shake downs, who is your boss?" asked Terraspin as Bubble Helmet hacked a bit.

"I'll tell-(wheeze)-once I can breath…" coughed Bubble Helmet as Shadow just scowls as he put the helmet on.

"Fine." scowled Shadow, as Rouge face-palmed.

"Shadow, wait!" warned Terraspin as Bubble Helmet pressed a button with a smirk as gas formed into his helmet, as he suddenly took off into the air and flew away as Rouge groans at this.

"All according to plan." smirked Shadow as Terraspin suddenly began to rotate as the ex-Mobians got on as the three went after Bubble Helmet, the atmosphere in the bar returning to normal as they left.

"Plan? What plan?" asked Rouge as Shadow looks down on Terraspin.

"Remember what you said about the bad guys coming to us? (Terraspin and Rouge nods) Well, criminal gangs are like bees. You find one, then follow them to the leader." answered Shadow as Rouge and Terraspin's eyes widened.

"Good thinking." nodded Rouge.

**(Unknown Location)**

In another part of Undertown, where an intersection was located, a group of R. (Robot Extermination Devices) help a group of different-looking thugs. A stitched up humanoid looked to the darkness as a figure looked this over.

"So…the machines are ready, yes?" asked the figure, his red eyes piercing the darkness as he walks over.

"Yeah boss…but why are we putting the Shakedown machines all over town? Only the alien shops can pay us in Taydenite." asked the creature from a head in his torso said as the figure smacked the upper head, making it moan a bit in fear.

"It's not about money, you fool… my reputation will inspire FEAR into these pathetic earthlings. Soon all of these earthlings and these pathetic refugees will fear the name-" paused the figure.

"BEN 10!" yelled Bubble Helmet as all of the thugs and robots looked up to see Bubble Helmet coming in with Ben's team in hot pursuit. Shadow jumped and landed on Bubble Helmet, making him crash down in front of them.

"Thanks for taking us to your boss." smirked Shadow as he prepared a Chaos Lance in his hand as Terraspin landed as he looks ahead.

"Shadow, heads up!" warned Terraspin as Shadow looked up as he and Rouge landed while Terraspin took a fighting stance, Shadow prepared another Chaos Lance, and Rouge had her hand over the Omnitrix.

"Well, well…Ben Tennyson…along with new teammates…interesting." said a voice as the figure walked into the light, making the three go wide eyed.

"Psyphon!?" exclaimed the three in shock, as before them was Omniverse Psyphon.

"You're the one destroying all the alien stores in Bellwood? You were like Vilgax's third toughest lackey!" asked Terraspin.

"It seems you have... underestimate me." smirked Psyphon.

"How did you get back from Mobius? We had Tails deactivate your suit." asked Shadow as Psyphon raised an eyebrow before glaring at the ex-Mobians in realization.

"I remember you! (points at Shadow and Rouge) You two were Tennyson's Mobian allies, the black hedgehog and the white bat, I presume." realized Psyphon.

"Ding-ding-ding! You got the answer right!" said Rouge sarcastically while Psyphon is glaring down at a nervous Bubble Helmet.

"You lead Ben Tennyson right to me…I don't know whether to thank you…or kill you." smirked Psyphon.

"Uh…thank me-GAAAAAH!" yelled Bubble Helmet in pain as he felt a red blast of energy surge through him as the others look with shock as he groaned, passed out but alive as Psyphon's wrist blaster came out and shortly withdrawn.

"Thank you. (glares at the three.) I'm assuming you wondered what happened to me since we had last met, yes?" asked Psyphon.

"Not really." shrugged Terraspin as Psyphon chuckled.

"Well, I'm _telling you anyway._ While it is true that my suit was deactivated, it was only temporary. Unfortunately, by the time I escaped, you left Mobius along with my previous master Vilgax. While I was working with the To'kustar you faced a few months ago, I was gathering the cosmic storm's energy, and it was about time I put that energy to good use when I used the portal Vilgax made to teleport me back here. And I assembled a crime gang so you wouldn't know how much joy this next phrase will give me…GET THEM!" commanded Psyphon as the thugs all fired as Shadow and Rouge both jumped away while Terraspin hovered away. Rouge barrel-rolled behind one of the shakedown machines as the thugs continued firing at random directions.

"Time to give Psyphon a taste of his own medicine." quipped Rouge as she slams the pink Omnitrix dial before transforming into a female version of Upgrade, with the green being replaced by pink.

**"Mecha?** (looks at the shakedown machines.) Not what I meant, but thanks, Omnitrix." thanked Mecha as she merges with a shakedown machine (making it black with pink circuitry and vice versa) and synced it with the others through a wireless network.

_**SELF DESTRUCT MODE **_**_INITIATED IN T-MINUS 10 MINUTES!_**

"WHAT?!" cried Psyphon in surprise as the shakedown machines slowly beep red while Mecha separates from one.

"Good work Rouge." complimented Shadow as he uses his hover shoes to blur around the thugs and snatch their weapons from them.

"Looking for these?" taunted Shadow as he stood on an abandoned train while holding the weapons in his arms before Terraspin hovered beside him.

"You have to catch us first." added Terraspin before Buglizard appeared out of nowhere and jumped on Terraspin, making him fly out of control toward a tunnel.

"Since when did you keep pets, Psyphon?" asked Mecha as she jumped beside Shadow.

"That's not mine, (smirks) but I'm glad it's on my side." said Psyphon as he hovers off the railing before aiming his wrist blasters at the duo as it fired. Shadow created a Chaos Shield around him while Mecha deforms and reforms repeatedly.

"Rouge, I'll take care of Psyphon. You get rid of the thugs." ordered Shadow.

"But what about Ben?" asked Mecha.

"He can handle that Buglizard on his own. We have problems of our own." grimaced Shadow as Mecha looks down for a while before nodding.

"Good. Use these to give those thugs a taste of their medicine." quipped Shadow as he hands Mecha the confiscated weapons before Mecha puts her hands over them and merged her hands with them, creating Gatling guns by combining the weapons. If Mecha had a mouth, she would have smirked. Mecha aimed her Gatling gun hands at the thugs before firing as Shadow runs off with Psyphon following him.

"You can't escape me." grinned Psyphon as he fired his wrist blasters at Shadow while he uses his hover shoes to dodge them.

"We'll see about that." taunted Shadow as he aimed his hands at Psyphon.

"CHAOS LANCE!" cried Shadow as he fired multiple yellow energy lances at Psyphon while the To'kustar look-alike used his wrist blasters to counter them.

"It seems that we are evenly matched, Former Black Hedgehog." observed Psyphon as the energy blasts explode upon contact with the other before Shadow's hover shoes activated the rockets.

"Think again, Psyphon!" grinned Shadow as he shoulder charges Psyphon in the gut and knocked the air out of him, making Psyphon unconscious. Shadow smirked before he dumped Psyphon on the ground and stayed in the air while looking around.

"SHADOW! (Shadow notices Rouge in her human form running toward him.) Have you seen Ben?" asked Rouge concerned before Shadow shook his head.

"He must be fighting the Buglizard. (realizes something.) Rouge, how much time do we have before those shakedown machines self-destruct?" asked Shadow.

"5 minutes, give or take a dozen seconds." answered Rouge before they saw a light flashing from the abandoned tunnel.

"Do you think that's Ben?" asked Shadow.

"Yeah, he must be using an electric alien against the Buglizard from what I could tell of the flashing light." observed Rouge as she and Shadow ran to the abandoned tunnel.

**(Abandoned Tunnel)**

Shadow and Rouge stopped running once they noticed Ben in his human form standing in front of a smoked Buglizard.

"BEN!" cried Rouge as she runs toward Ben, making him turn around to get a faceful of Rouge's cleavage as she wraps her legs around his waist and put her arms around his neck.

"Are you okay? Please tell me!" asked Rouge as Shadow taps her shoulder, making her look at him while he pointed downward. Rouge raised an eyebrow before she realized what she did and blushed deeply as she let go of Ben and stood in front of him as Ben regains his breath.

"I'm okay. (inhales) Never got a scratch." answered Ben while blushing deeply before Rouge kissed him on the lips and wrapped her arms around Ben's neck as Ben wrapped his arms around Rouge's waist while they closed their eyes.

_'Time to take this to the next level.' _thought Rouge as she opened her mouth and licked Ben's teeth slowly, surprising Ben until he shrugged and opened his own mouth, letting them french kiss for a few minutes while Shadow inwardly sighed.

_'I got to get a girlfriend.' _mentally noted Shadow before he noticed the Buglizard's absence. Shadow raised his hand to tell them but shrugged, not wanting to ruin the moment since they have enough time before the shakedown self destruction.

**(The Crater)**

"OK, move it along." said Magister Patelliday as he and other Plumbers had arrived, handcuffing all of Psyphon's goons as they were put on transports as Psyphon glared at Manny, who was dragging him along.

"I am telling you, I do not know what that creature was." said Psyphon as Manny rolled his four eyes.

"Yeah, this is me not caring. Get moving, scum bag." insulted Manny as Psyphon growled at the half-Tetramand as Patelliday just nods as he adjusted his glasses and lead the aliens into the ship.

"So, how did you two like your new, I mean recent teammate?" asked Max.

"It's great to be re-united with Shadow." nodded Rouge before her, Ben's and Shadow's stomachs growled.

"And we _still _haven't ate anything for _hours_." grimaced Ben.

"Well, my Centurian Goulash is still warm." informed Max as the teenage trio turned slightly green before Rouge grabbed Shadow and Ben's wrists.

"ImsorrybutweneedtoshowShadowaroundtown,gottago!" said Rouge quickly as she ran off while dragging her teammates, leaving a dust cloud.

"This is going to be an interesting time, for sure…" said Max while shaking his head at this as the trio went on their way, unsure of what the future will hold, but they know this: they will take it as a team.

**Omarnosian10: Done.**

**Shadow: Whoa..**

**Ben: Did we just...**

**Rouge: French kiss? Yeah.**

**Omarnosian10: And that is my first french kiss fan-fiction moment.**

**Shadow: You forgot to include how I turned human.**

**Omarnosian10: You'll tell the readers next chapter during your first team patrol.**

**Rouge: Oh yeah. The episode when Ben unlocked Gravattack.**

**Ben: No offense, but when will Rouge unlock a new alien?**

**Omarnosian10: Have patience, young Benjamin. In due time. And one more thing. The Ultimatrix's and Omnitrix's alien playlists are synchronized.**

**Rouge: So does that mean I can turn into Bloxx, too?**

**Omarnosian10: That's right! And I like to give credit to Shadow-DJ for this 2/1 chapter before I edit it. Until next time**


	3. Mega Problems

**Omarnosian10: Hello, readers.**

**Ben: Sorry this chapter is 2 months late.**

**Rouge: Finding designs of Ben's aliens for me is very difficult.**

**Shadow: No kidding! And so are the names!**

**Omarnosian10: I'm still accepting Alien Names for Rouge. ON WITH THE SHOW!**

**Chapter 3: Mega Problems**

**(Plumber Base Training area)**

Shadow walked down a hall before hearing the sound of explosions as he went in that direction, opening the door to a shocking sight; Rouge and Ben currently training, Ben practicing punches on a sand bag that Rouge was holding. For training, Ben is wearing a green tank top while Rouge is wearing a pink training bra, and both are wearing camo shorts.

"OK, lets try that last one a _little_ harder now." suggested Rouge as Ben nods as he gave more force into the punch the second time before he nods.

"Nice. How did you get so good with your punches?" asked Rouge.

"I have Kevin and Knuckles to thank for that. Mind if we practice what Bloxx and Lego can do?" asked Ben.

"Who's Lego?" asked Shadow confused while leaning on the door-side.

"Rouge's Segmentasapien form. (Shadow blinks confused) Bloxx's race." explained Ben as Shadow nodded.

"Are you going to take turns or spar each other in that form?" asked Shadow.

"Rouge will start first, since I already have some experience." answered Ben as Rouge activated the Omnitrix and slammed it down before she became similar to Bloxx, except the yellow is replaced with pink, her head is slightly more skull-like and her chest is flat-edged, signifying that she's a female.

**"LEGO!" **cried the Segmentasapien as she looked down on her chest before pouting.

"What's wrong?" asked Shadow concerned.

"This form doesn't have any sex appeal." whined Lego, making Ben blush and Shadow sweat-drop before looking at the former.

"Whenever we made out, it was mostly during Plumber duty and in alien form. Last time that happened, we almost burned down the whole forest as Heatblast and Geoblaze." explained Ben while blushing deeper, remembering the 'hot' puns Rouge made. Shadow slowly nodded as Ben sat down and got out a notebook and began to write down stuff.

"OK, I can safely assume from minor experience that Lego has enhanced strength due to past experiences and the fact that Bloxx was able to stop a moving object with only some drag, so that shows your current form has quite a bit of resistance. Alright, lets see how many shapes you can form. Given I was able to make a dome and a catapult, but lets see what else." suggested Ben as Lego nods as she begins to change into a red, pink and blue crane before Ben wrote more stuff down.

"Do you guys do this every time either of you unlocks a new alien?" asked Shadow.

"I normally do this stuff with Kevin before I met you 2. And since Julie taught me how to be good with notes, I... " trailed off Ben as he dropped his pencil. Shadow and Lego (returned to her normal shape) looked down sadly since the former and the other Sonic Heroes learned of Ben's horrible break-up a week after Ben and Rouge's date.

"We should go on patrol." suggested Lego as she reverted, wanting Ben to forget about Julie.

"Alright, and it's a good time to show you my new wheels." smirked Shadow as he motions them along, the three walking down the hall.

**(Plumber Garage)**

"So, which one is your car?" asked Ben as the group went to the garage (in their normal attire) and saw a giant tank-like vehicle.

"Whoa… how could you afford that?" asked Rouge surprised.

"That's just Plumber Tank. My wheels are behind it." answered Shadow while pointing at the black/red version of the Proto-TRUK.

"…Was Grandpa really desperate that he is using us for free advertisement?" asked Ben sheepishly as Shadow chuckled.

"Don't worry, that is just camo-mode. THIS is its true mode. (Proto-TRUK changes to flight mode) This is the Proto-Truk, an all-terrain vehicle. It can hold up to three people in the front and can hold your bikes in the back. I have modified it a bit, but it's more for travel than battle." sighed Shadow.

"So…it's basically a plumber's squad car. Nice." grinned Rouge as Ben nods in agreement. Shadow went to the pilot seat as Rouge went into the middle seat while Ben took a seat at the passenger seat. The truck drove out as Rouge looks at Shadow curiously.

"Hey Shadow, you never told us how you became a human or Plumber." stated Rouge as Ben looks at Shadow curiously too.

"Well, I guess we got time. Alright, it all started the night Rouge became human." started Shadow.

_**FLASHBACK**_

_Shadow in his hedgehog form was walking down the Sonic Heroes' hut hallway where Team Dark's rooms were located. Shadow looked at the door of Rouge's old room as he opens it and sees Amy and Blaze packing Rouge's stuff until they noticed Shadow at the doorstep._

_"Shadow, what are you doing here?" asked Amy while hiding something in her back, no doubt Rouge's undergarments that are nearly packed._

_"Nothing much, just looking at the room to bring back some old memories." sighed Shadow before stepping away from the doorstep and closing the door awkwardly._

_"Shadow the Hedgehog, my sensors indicate that the moment you went into Rouge the Bat's room is known as awkward." informed Omega while standing against his door._

_"No kidding. Without Rouge here, it feels like we're missing something." admitted Shadow while looking at Omega._

_"Affirmative. Without Rouge the Bat's presence, Team Dark is down one member and is not a team anymore because a team has at least three members." agreed Omega as Shadow nods sadly._

_"Who said anything about your team breaking up?" asked a British voice. Shadow and Omega turned to see Professor Paradox (Omniverse) in the hallway looking at his pocket watch._

_"Who are you?" asked Shadow dangerously._

_"You may call me, Professor Paradox." introduced Paradox before Omega's optics beeped._

_"Shadow the Hedgehog, my memory bank recalls Ben 10 informing us of one of his allies known as Professor Paradox, a time traveler who only arrives in world crisis situations." informed Omega while looking at Shadow._

_"So you're like me." compared Shadow._

_"In a way, yes. The only difference is our species and limits." nodded Paradox._

_"Alright Paradox. Why are you here?" asked Shadow straight to the point. Paradox kept his grin as he took out a DNA repair gun._

_"Professor Paradox, is it that the exact same device that changed Ben and Rouge to their human forms?" asked Omega._

_"Yes, it is. I borrowed it from Azmuth." answered Paradox as Shadow glares at him._

_"If you're like me, than why didn't you get Ben home in the first place?" asked Shadow as Paradox's grin slightly faltered._

_"I couldn't because of the Chaos Energy around Mobius. The Chaos Energy repels my powers, so I couldn't come here. With the Chaos Emeralds now residing spread out in the Milky Way Galaxy, I'm able to use my powers freely." answered Paradox._

_"So what's with the gun?" asked Shadow, changing the subject._

_"I may have found a way for your team to be re-united. I contacted Azmuth and borrowed it from him so you could be human again." answered Paradox as Shadow's eyes widened in surprise._

_"Really?" gasped Shadow as Paradox nodded._

_"Professor Paradox, I regret to inform you that I do not contain any form of DNA within my inorganic body." informed Omega._

_"That's why I asked Azmuth to create a new and powerful body for you. It's incomplete for now, but I'll inform you when it's complete." nodded Paradox as Shadow and Omega looked at each other before nodding while looking back._

_"I'll do it." agreed Shadow as Omega nodded. Paradox smiled before lifting the gun as a red flash occurred._

**_FLASHBACK END_**

"And when I got here, Max gave me an accelerated course. It took a week, but I became an official Plumber." concluded Shadow as he looks at the couple... only to see nothing. Shadow raised an eyebrow before he heard moaning coming from the glove compartment. Shadow slowly opened it, only to have his jaw drop. Laying in the compartment is **Grey Matter **(UA appearance) and another Galvan on him, making out. The female Galvan is wearing a pink jumpsuit with white stripes similar to Grey Matter, except the jumpsuit stops at the shoulders and reveals a little of her cleavage. The dead give-away is the pink hourglass symbol on her back, her pink eyes, and the white hair similar to Rouge. Ignoring Shadow, Grey Matter and **Cere Sis **continued making out.

"GAH! (closes the glove compartment) Talk about getting some privacy!" yelped Shadow as he continued driving.

**(Later)**

Screams are heard as a trio of crab-like aliens attacked someone's car, making the owner back up in fear they began to munch away at the metal, as a sudden energy net came around one of them, surprising the other two as Ben came down as **Spidermonkey**, glaring down at them as Rouge as **Mothfrost** and Shadow glared down as well, his hands glowing from the recent Chaos Net. The other two looked at each other and quickly got to fixing the car, looking at them nervously as Spidermonkey just sighed, getting out three egg-shaped pods and throwing them down, hitting the two that were eating the car and the one that Shadow captured before using his web to collect them. Afterwards, the patrol was less than stellar. In another part of town, a fish-like alien with tentacles was slithering through a alley way, as Ben and Rouge followed suit as **Goop** and **Slime** and Shadow followed after…only to see the creature return a lost purse, causing the owner to take it and run away, as Goop sighed a bit with disappointment. The last of the patrol involved a small alien child being backed into an ally by a larger creature with a squid-like head, only to stop when Ben and Rouge glared at the figure, getting ready to change as Shadow was about to fire a Chaos Spear …until they saw that it was just feeding the creature, making the three sheepishly back away, only to sigh in disappointment. After that, Ben groaned as Shadow had stayed in an alley to order some food.

"Once again, the Earth is safe by Ben 10 when he defeated…the dreaded Car-eating crabs." sighed Ben.

"Yeah…the worse they'll get is likely 10 days each for destroying someone's property." muttered Rouge as she came back into the Proto-TRUK with some snacks from a near-by gas station, taking a bit off a doughnut she bought and taking a bite, Ben doing the same with his own.

"How come you two aren't making out yet?" asked Shadow while approaching, eating a piece of fruit Rouge got for him as the couple glared at him.

"What makes you think we make out _that _often?" asked Rouge while inching closer to Ben.

"You're doing it right _now_!" exclaimed Shadow and sure enough, Ben and Rouge are making out again while ignoring Shadow. The former Hedgehog groaned as he saw someone in a hoodie walking by, wearing an odd-looking backpack.

"Look, a jaywalker! Let's arrest him." grinned Shadow in fake-enthusiasm, hoping to stop the make-out as the couple stopped, much to his relief.

"What kind of phone charger is that?" asked Rouge as Team Dark notices the odd-looking phone attacked to a glowing yellow wire.

"Not a normal one, that's what. (gets out with Rouge) Shadow, stay here and keep an eye out for anyone else." ordered Ben.

"As long as you don't publicly make out again." assured Shadow as he got out his Plumber badge just in case, as Ben and Rouge snuck towards the alley he was going into.

"Listen, tell her that I'm part of something bigger. Corvo is going to the big top!" cried the hooded person, stopping as he removed his hood, revealing himself as Corvo.

"I'll call you back." assured Corvo as he hung up before his phone turned into a gun and he turned around while firing and running away at this as Ben ducked behind a trashcan and glared.

"Oh, now he's gonna get it. Get back to the Proto-TRUK, I got him!" said Ben as Rouge nods as Ben ran after Corvo, who was going to his car.

"Come on…Big chill!" pleaded Ben before he slammed down the Ultimatrix, turning into the first alien he ever transformed into.

"**HEATBLAST**! (looks at himself as he saw Corvo go into a car) Time to improvise." muttered the Pyronite as he then took to the air, a streak of flames behind him as he flew after Corvo's jeep. Corvo growled as he drove ahead, doing a quick turn as he dodged a fireball from up the air as the Proto-Truk drive out into the road, Shadow's eyes narrowed as he nods to Rouge, who nod back.

"Lets see what this truck can do." smirked Rouge as she pressed a button, causing the car to turn into it's jet form, going much faster as Corvo grunts, Heatblast landing on the car. Heatblast kneels down and puts his hands on the car, burning the engine as Corvo jumped out, trying to get away as the ship stopped as Shadow came out, jumping over and running after Corvo and tackling him. Rouge got out of the ship as Heatblast jumps off while preparing a fireball.

"Hmm…high tech cell phone-blaster hybrid, I'm gonna guess you're someone's henchman. (looks over the outfit) Of course, your fashion sense makes that obvious." observed Rouge.

"This tech is level 4…usually used for advanced nations, specifically gang wars." glared Shadow.

"So, how tough is your boss so I can kick his butt?" asked Heatblast, crossing his arms as Corvo laughed.

"Please, like you can take on my boss." laughed Corvo as a sparking sound is heard from the Jeep.

"Hmm…Let's see what you got in the trunk." muttered Shadow as Corvo suddenly got nervous.

"Wait, there's nothing in there!" panicked Corvo as Shadow ignored him as he opened the front of the car, revealing an odd-looking golden orb as it had a crack in it as a high-pitched cackle is heard as it suddenly came out, turning into electricity that came out, heading behind the group before the energy took a new shape, revealing it as a Megawatt. It laughed in a high pitch as it zapped Corvo, making him cry out as a second one came out of his backpack.

"Megawatts? Where did you get these?" asked Heatblast with two fireballs.

"Um, Ben. Explanation?" waved Rouge as she and Shadow look at the Megawatts in confusion.

"Right. Different galaxy. They're really called Nosedeenians, but are popularly called Megawatts thanks to that Sparksville place I visited 6 years ago. They're playful, but destructive. They can cause a lot of havoc with their electrokinesis and the ability to clone themselves if they have enough or get cut." informed Heatblast as one of them began to zap him, but thanks to Heatblast's rocky body's electrical resistance, it merely stung. Heatblast responded throwing a fireball at them before they began to fly.

"And don't let them zap you." added Heatblast as Shadow cried out as the other got him, as he tried to swat at it.

"Dully noted." muttered Shadow as he saw the two fly off, giggling to themselves as Rouge activates the Omnitrix while she and Heatblast started to follow before Corvo glared in annoyance as Shadow quickly caught him in a Chaos Cocoon.

"Don't worry, the authorities will pick you up." smirked Shadow as he went after them.

"Time to catch up with them." said Rouge as she slammed down…turning into a tall and slim greenish-grey skinned Frankenstein-like humanoid. Unlike Rouge's short white hair, hers is now back-length and tied into a ponytail and wears a pink hairband. Below her pink belt, black metal with four pink lines cover both legs and she wears bronze heels with a spike on either side of them. Covering her upper body is a white tank-top, showing some cleavage. She also wears black metallic finger-less gloves ending below her elbows. She has 6 bronze bolts on her body (1 on each upper arm, 1 by the sides of the elbows, and 1 on the left and right side of her neck). On her shoulders are 2 pink conductor towers, 1 on either. Her eyes are pink and the Omnitrix symbol is on her belt.

"Who's this?" asked Rouge surprised while looking at herself.

"Wow, a Transylian. I haven't turned into one of those for _years._" commented Heatblast, trying not to eye her figure.

"Is this one of the original aliens you said you lost after the prototype Omnitrix re-calibrated?" asked Shadow while jerking a thumb towards Rouge.

"Yeah. It's the third alien I scanned with it. I called it Frankenstrike because it, well, the 'Franken' part is obvious. (gestures to Rouge's skin) And as for the 'strike', it can manipulate electricity and technology upon physical contact." explained Heatblast.

"(whistles) Sounds like a good alien to have in your arsenal. So what are _you _going to name it?" asked Shadow, directing the question to Rouge.

"How about... **Thunderbolt, **because of the bolts on your body and your electrical power?" asked Heatblast before Thunderbolt put a hand on her chin.

"Thunderbolt, I like it." nodded Thunderbolt as her Pyronite boyfriend smiled.

"I hate to interrupt the naming ceremony, but the Megawatts are getting away!" warned Shadow as he pointed at the fleeing Megawatts, slowing themselves for some reason. Thunderbolt looked around before she grabbed a near-by power outlet and concentrated.

"OK…I'll follow their flow and watch where they will likely go. (nods) I think I got an idea of where they are…the harbor." nodded Thunderbolt to them as she concentrated before the Proto-TRUK came back to them, sparks coming out of both the truck and the towers on her shoulders as she and Heatblast reverted before the three went back in as the car entered Flight Mode and went towards that direction.

**(Bellwood Harbor)**

The Proto-TRUK landed as Ben, Rouge and Shadow looked around as they give a nod to each other. Shadow's leg glowed yellow as he kicked the door open, revealing a giant stock.

"Must be dangerous stuff here… (eyes glow red as he look around) Oh boy… lovebirds, this is a lot of level 6 tech here. Weapons, Battle Armor, you name it." glared Shadow as the glow died down.

"With this much tech, the only way to charge them is to..." trailed off Rouge in realization as Ben looked ahead with shock.

"Guys…look." ordered Ben as Rouge and Shadow turned and both gasped in shock at what they saw; Several machines hooked up to a large device, with hundreds of Megawatts yelling out in pain as their energy was being drained as soon as they get more to absorb.

"They're using them as a power source to power their machines…" glared Shadow in anger as Ben clenched his fists.

"Alright…time to bust them out." said Ben determined as he got ready, but suddenly energy fired down at them from up top.

"So…Corvo got busted, eh?" asked a voice as the other two Megawatts got captured in a containment sphere.

"Thanks for returning these batteries for me, bros and sis. I needed them back." chuckled a voice.

"And you are?" asked Rouge as she saw Hoodlum and Thug coming out, glaring at them as the orange and black armor was outfitted with spikes and hot-rod flames, making them look like something made in a punk garage than outer space.

"Da name's Fistrick. I'm takin' over Kevin Levin's little Weapon smugglin' game." informed the man up top as he jumps down with ease, the two in the pod under his arm as he walked out, smirking while revealing himself.

"Hoodlum, Thug, take them out." ordered Fisttrick.

"…Seriously? THOSE are your henchmen names?" asked Rouge flatly.

"What is your pay to let him call you by that?" asked Ben in fake-sympathy as Hoodlum and Thug went forward as Shadow smirked at Rouge and Ben, who smirked back before Shadow's forearms became surrounded by Chaos Energy.

"CHAOS GAUNTLETS!" cried Shadow as he banged his energy weapons together. Rouge and Ben slammed their matrices simultaneously before they flashed their respective colors. In Rouge's place is a diamond-skinned girl wearing Rouge's previous jumpsuit, except it's two-piece, revealing her waist and stomach and it reaches the calves. She also wears black high-heels and a pink belt with a white stripe around the waist. Her eyes are pink like the Omnitrix symbol on her belt.

"**GEM****SHARD/BLOXX!**" cried the transformed couple, glaring around them as Gemshard fired crystals at Hoodlum. Thug fired a blast of electricity at Bloxx, who fired back with a block gun while forming a shield with the other arm as Fistrick smirked as he fired energy from his guns, as Shadow used his Chaos Gauntlets to swat them away and charged at him, swinging a punch his way. Fistrick threw the orb holding the two Megawatts inside upward and caught the punch and sent him back a bit before catching the container and running back, as he smirked as he went to the back of the store, Shadow following suit.

"You ready to try that new combo move?" grinned Bloxx as he continued firing.

"I was born ready." grinned Gemshard before Bloxx leapt over her as he formed a sphere around the Petrosapien, causing Shadow to stop running in curiosity. The henchmen look at each other and shrug before firing continuously. As the Bloxx Sphere rolled over to them, diamond spikes came out of the sphere. The henchmen stopped firing in surprise before the diamond-spiked ball rolled over to them and used the side spikes to cut through the suits as they spark. Luckily, the henchmen got out of the suits and ran before they exploded. The sphere re-formed into Bloxx as Gemshard folds her arms victoriously.

"Good work, Rouge." complimented Bloxx before Gemshard gave him a quick kiss on the lips, causing both to blush.

"I learn from the best." winked Gemshard.

"Nice trick, bro." complimented Fistrick as he jumped into the hub of something…really big as the front closed up, revealing a large mech suit that stood at over 12 feet tall with an orange paint job with red flame designs, a white skull on the front and claw-like hands and a helmet-like head, as it glared down at them with silted eyes.

"Ah nuts…" muttered Gemshard as it aimed a few missiles at them and fired. Gemshard put her palms on the ground as a diamond wall came up in front of them before it exploded upon impact, sending Team Dark outside as they rolled on the ground.

"Fast thinking, sis…but you gotta do a lot better to take me on." chuckled Fistrick as he walked outside, cracking his robot's knuckles.

"Oh we will!" cried Bloxx as he turned both arms into loaded cannons before firing wildly at Fisttrick, who countered with his robot's wrist blasters. Gemshard raised her hands with her palms facing upwards as a diamond pillar rose from the ground behind Fisttrick and hit his robot's back, sending it closer to the trio.

"CHAOS SPEAR!" cried Shadow as multiple energy spears form in mid-air before firing towards Fisttrick. Fisttrick stuck his robot's feet on the ground as the Chaos Spears get closer before he zoomed away, surprising everyone as the Chaos Spears miss and hit a near-by crate.

"What the... " trailed off Shadow in surprise before Fisttrick's robot zoomed toward him and punched the former Hedgehog's gut, sending him flying towards a crate on the docks.

"SHADOW!" cried the couple in worry as they ran to their teammate.

"How'd ya like that, bro? I made a few modifications to this suit for speed. Most at the speed of a Kineceleran, bro!" laughed Fisttrick as Gemshard and Bloxx fired at him before his robot continued zooming away from the attacks.

"He's like a punk version of Metal Sonic." groaned Shadow as he stood up, remembering Sonic's robot doppelganger as Bloxx and Gemshard's faces lit up in realization.

"And the only way to beat a metal speedster is-" paused Gemshard.

"By using magnetism." nodded Bloxx in understanding as his arms turned back to normal before he slammed the Omnitrix symbol as a green light consumed him for a few seconds before dying down, revealing the second Omniverse alien while looking at his hands in confusion.

"What is that?" asked Gemshard as she continued her assault.

"Hmm…big guy made of rocks…OK, if I wanted another version of Rocks, then I'd just ask for it, Azmuth…" muttered **Gravattack** as he saw Fistrick zooming at him.

"Change all ya want, rock head. Lets see how ya like this!" cried Fisttrick as he sent two punches at him, making Gravattack grunt as his body took the hits until he blocked a punch with his arm and pushed him away, unaware that his hand was glowing with energy until it repelled Fistrick.

"What the?!" cried out Fisttrick as his robot levitated in mid-air.

"Gravity powers? (chuckles) Nice!" smirked Gravattack as he slammed Fistrick into the ground with his powers before lifting him up and slamming him down again, pinning him down.

"Nice job, Ben!" complimented Gemshard as Gravattack gave a thumbs up as he slammed Fisttrick down again, causing a pod to get loose.

"Good choice, Ben. With this form's gravikinesis, Fisttrick can't use speed in mid-air or with increased gravity." commented Shadow.

"Try this!" snapped Fisttrick as he fired shoulder lasers at Shadow.

"CHAOS SHIELD!" cried Shadow as a yellow energy shield protected him from the lasers. Fisttrick gritted his teeth in anger as the lasers suddenly became larger and rapid. Shadow kept his arms out front as the lasers hit the Chaos Shield and create some cracks on it. Shadow got on one knee while breathing hard as the shield cracked more.

"Shadow!" cried Gravattack with shock as he was suddenly punched, as he had lost focus on the gravity field.

"You! Can't! Beat! Me!" snarled Fistrick as he grabbed Gravattack and slammed him down onto the ground before punching him more and throwing him into some metal crates, making them dent up as he jumped and punched him more.

"You want more, kid?" grinned Fistrick

"Not (gets punched) really…" groaned Gravattack as Fistrick's fist glowed with energy.

"Sorry kid…but you'll just be a liability, and I don't want that in my business, bro. (powered up the fist more and looked at the core on Gravattack's chest.) And THAT will make sure you go out with a _bang_." quipped Fistrick as Gravattack's eyes went wide at that.

"Hands off, Skullface." snarled Gemshard as she fired diamond shards, making Fistrick yell out as he let go of Gravattack and zoomed away from the shards before the Galilean noticed the pods flashing as Fistrick stopped and dodged.

"Shadow, Rouge. Once you get a clear shot, aim at the pods on his back. He's using the power for the speed and lasers." ordered Gravattack as his teammates nod before Gravattack started concentrating and throwing Fistrick into the wooden parts of the docks, making him yell out. Gemshard and Shadow stood on a diamond tower as the latter prepared a Chaos Spear while the former made a diamond bow and arrow, both bat-themed.

"That all you got, hero? Or are you runnin' out of tricks?" growled Fistrick in annoyance, as Gravattack just smirked.

"Hey, it's the first time using him…but I don't think you should worry about me. Sure you can handle the pressure…but I don't think the docks can. What do you think?" asked Gravattack smugly before Fistrick yelled out as he fell into the water, Gemshard keeping one eye open while Fistrick gets lifted up, who groaned as water filled the suit.

"Heh, it's like a dunk tank. Having fun there, tough guy?" asked Gravattack as he lifted Fistrick into the air and nods.

"NOW!" cried Gravattack as Gemshard fired two arrows while Shadow fired Chaos Spears and hit the back of the robot, causing all of the pods to fly out as Gravattack smirked and began to spin Fistrick around as they watched.

"NOT. COOL. BRO!" yelled out Fisttrick as he spun in the air, causing Gemshard to start laughing at how silly he sounded as he spun, while Shadow just crossed his arms with amusement.

"Around and around the world you go, when will you stop? No one knows. Well…I do." smirked Gravattack as he slammed him back down, making Fistrick growl in annoyance as he looked at his computers inside of his pod.

"_Power Levels low…12% remaining_." said his computer as Fistrick pressed some buttons, his eyes narrowed.

"That's it, freak…NO ONE makes a fool outta me!" snapped Fistrick, as his chest area began to open up, revealing hundreds of missiles, making Gravattack, Gemshard and Shadow go wide eyed in shock.

"Eat this!" yelled out Fistrick as he fired a barrage of missiles at Gravattack, who put his hands out to stop them…as they suddenly began to orbit around him.

"…I got my own orbit? AWESOME!" laughed Gravattack with a huge grin, as Gemshard giggled.

"Normally, I would kiss Ben as a congratulations, but I don't think I can, considering he's lipless." gestured Gemshard as Gravattack checks his mouth, realizing Gemshard is right.

"DANG IT! (sighs angrily) I wonder…" concentrated Gravattack, making Fistrick worry.

"This won't end well…" groaned Fisttrick, as he made ramifications to get out of the suit as fast as possible, but the suit groaned as it was searching forward, making him yell out.

Gravattack moved his arms in a circular motion before he entered Planet Mode as he floated in mid-air as he concentrated, Fistrick yelling out as he was sent away, followed by his own missiles as they exploded on contact, sending Fistrick into a pile of metal crates, destroying many of his contraband weapons in the process.

"Ugh…bro…" groaned Fistrick before he passed out from the pain. Gemshard gave a smirk to Gravattack as he nods back before the couple reverted. Ben held the Ultimatrix close to his mouth.

"This is Ben Tennyson, I got a group of thugs here selling Level 6 contraband tech on the docks. We got them ready for pickup." smirked Ben through the communication as Fistrick just groaned.

**(30 Minutes Later)**

Max and several Plumbers arrived, taking Hoodlum, Thug and Fistrick, the latter of which gave Ben a death glare as he was taken away.

_'Don't think this is over, punk…because it ain't by a LONG shot.'_ thought Fistrick as Julie pets Ship, who was wagging his tail as the Proto-Truk was back in its Truck form.

"Hey kids, guess what. I heard there's some Megawatts who volunteered to help power Undertown." informed Max, as Ben looked surprised.

"Really? Who?" asked Ben as he noticed the Megawatts going into a large generator, which was being handled by Cooper and the Idiotic Galvans.

"Alright Blukic, Driba. We must keep them contained got it?" asked Cooper as Driba just scoffed.

"Please Mr. Daniels, we are professionals. I am sure we can handle this." gloated Driba as Blukic just shrugs.

"I think we should listen." argued Blukic as the two began to argue, which made Cooper just face palm in annoyance as the Megawatts waved to them.

"No problem, you guys. Come on, let's head out to eat. I'm starved." suggested Rouge as Ben laughed.

"No need to say that twice, Rouge." Ben said as Rook rubbed his chin.

"You know where we can get some Chili Dogs?" asked Shadow as Ben nods.

"They make Chili Dogs and Chili Fries at Burger Shack." answered Ben as Shadow nods before Team Dark got inside the Proto-TRUK and drove off into the night.

**Shadow: Chili Dogs? Seriously?**

**Omarnosian10: What, it's not like I know what your favorite foods are.**

**Rouge: At least Shadow's origin story is told.**

**Ben: Speaking of origins, is Omega going to make his debut in the story?**

**Omarnosian10: Yeah, sooner than you think. When I'm done with him, you won't even recognize him. MWAHAHAHAHAHAHA!**

**Shadow: An evil laugh? Really?**

**Omarnosian10: It felt suspenseful. And once again, I like to give credit to Shadow-DJ for this chapter before I changed it. Until next time!**


	4. Celestial Doomsday

**Omarnosian10: Hello readers.**

**Ben: Sorry it took so long.**

**Rouge: You know, with school back, you would expect some updates slightly delayed.**

**Shadow: Not to mention the author has been recently reading RWBY fanfics.**

**Omarnosian10: Can you blame me if they're cool. ON WITH THE SHOW!**

**Chapter 4: Celestial Doomsday**

**(Outer Space)**

In outer space, a shimmering ship began to come into view, looking like a very ancient space ship with purple and black metal on it, and it fired down three missiles down towards the Earth.

**(Bellwood)**

The missiles headed right for Bellwood, but was stopped by a red fist of one Manny Armstrong, yelling out as Alan flew around, firing a blast of fire at one of the other missiles to send it away, as both crashed. Helen moved people out of the way, Copper using his battle suit to knock the last one out of the air.

"Everyone, get back!" shouted Cooper as the civilians moved quickly, the group looking at the missiles.

"Max, we have a sight of some sort of strange devices. We need to send someone up into space to look into it." suggested Helen as Max sighed a bit.

"I think I know who to send…if it's what I think it is." assured Max with a tone that wasn't so happy.

**(Plumber HQ)**

"We got the call, Gramps. What's up?" asked Rouge, running in with Shadow and Ben.

"I had satellites track what Alpha team is fighting…it turns out it's a ship I never thought I'd see near Earth…the home of the Anihilaarg itself, the ship of the Contemelia." sighed Max.

"Contemelia? Who are they?" asked Ben confused.

"They are what you might call a 'legend'." said a voice as two figures came in before all three ex-Mobians turn.

"Octagon and Rhomboid? Wait, Weren't you…discharged?" asked Ben as Shadow and Rouge gave a fake cough, drawing attention.

"Shadow, Rouge, these are Octagon and Rhomboid Vreedle. They're-" paused Max.

"Named after shapes? Seriously?" interrupted Shadow deadpanning as the Vreedle Brothers shrug.

"Anyway... they're a duo of former bounty hunters who turned over a new leaf several months ago." finished Max.

"Ya'll must be da Mobian Plumbers we heard so much about." observed Octagon as he notices Shadow and Rouge.

"We heard what was goin' on and we want to help." informed Rhomboid, as Max gave them an odd look, as Octagon took his hat off.

"Evah since da thing with the Plumber Academy, we just felt just awful for what we did. On account with our past and what not." added Octagon as Shadow's eyes flashed.

"So _you're _the reason why I had to take my advanced classes …on an asteroid." scowled Shadow as Rhomboid looked sadden by that.

"And we are might sorry 'bout dat, so we thought we could help. We know we screw up quite a bit. But honestly, we do better as da good guys den da bad." grimaced Octagon.

"Plus our Ma is still quite sore with us arrestin' her. Heck, Pa is just as mad for it and don't get us startin' on da rest of our kin." added Rhomboid as Rouge looked at the two.

"Hmm…you guys can help with this annilige-" started Rouge.

"Anihilaarg." corrected Ben.

"Yeah, that." waved Rouge dismissively.

"Plus you two ARE pretty good with technology, especially with explosives. Grandpa?" asked Ben as Max rubbed his chin before he sighed.

"Fine. Rouge, Shadow, you keep an eye on them. Ben …you keep an eye on Rouge." ordered Max with a teasing smile, as Rouge blushed.

"Much obliged." nodded Octagon, tipping his hat to the group.

"Lets suit up and get going." said Ben as they all nod in agreement as they head to the armory.

**(Plumber Bay)**

Ben walked out, wearing a Plumber uniform that had a stylized Green and black look to it as he put on the helmet.

"Thanks again, Cooper." thanked Ben to Cooper's image on a large screen as he adjusted the Space suit, Cooper giving a thumbs up.

"No problem, Ben. That suit, along with Rouge's is designed to help your aliens be used in space. The biggest problem with your normal attire is that it's hardwired with the Ultimatrix, so this should at least allow your aliens to be used in the vacuum of space." explained Cooper.

"Lets hope so." said a voice as Shadow arrived with Rouge, both of them wearing similar uniforms; Rouge's pink and white while Shadow's was red and black.

"Though why the emblems our uniforms, Cooper?" asked Rouge, referring to their signature logos on their shoulders and backs; Ben's hourglass symbol, Rouge's bat-winged heart logo, and Shadow's spiked spiral logo.

"Got to agree with Rouge here. I appreciate the artwork, but still…" trailed off Ben.

"Manny's idea, not mine." chuckled Cooper. A yell of a 'hey' came from the background as Cooper rolled his eyes.

"We'll keep an eye on things down here. You guys go ahead." assured Cooper.

"Ya'll ready?" asked Octagon as he and Rhomboid came in, wearing their old Plumber armor as the other three nod and head out into the Proto-TRUK Flight Mode. Everyone got aboard as Shadow drove ahead, heading for space. Max watched, as he nods.

"Good luck, kids." prayed Max.

**(Contemelia Ship)**

The Proto-TRUK landed in a hole, the five coming out with helmets over their head as Shadow's hands glow with Chaos Energy.

"Alright team, remember, we don't know what is on this ship, so be prepared for anything." warned Ben as the others nod, Rhomboid's blaster aiming all over.

"If anythin' tries ta sneak up on Rhomboid Vreedle, I'll blast it till it'z Swiss cheese." threatened Rhomboid, glaring around as Octagon sighed.

"Boid, I love ya little brother, but shut it." ordered Octagon as Boid gave a sheepish laugh at this, calming down a bit as the five continued their trek, the ship's ruins showing a lot of age, rust covering many parts of it.

"Also, am I the only one curious on why there was a giant hole on this ship?" asked Rouge, looking around.

"Well, this ship IS old, so it could just be falling apa-" started Shadow. Suddenly Ben stepped in something, catching everyone's attention.

POP-POP!.

Everyone looked down as Ben moved his feet up to reveal…bubble wrap?

"What's that doing up here?" asked Ben as Shadow picked it up and rubbed his thumb over it, curiously.

"Hmm…interesting. I could sense someone made contact with this, but it feels recent. How come none of us noticed an explosion?" asked Shadow as Octagon took it.

"Wait…dis looks offly familiar…don't know why though…" recalled Octagon, the group forging ahead as he scratched his head, thinking it over. Suddenly footsteps are heard ahead as the group all hid. Ben nods as everyone came out.

"Put your hands in the air!" ordered Shadow as he prepared a Chaos Lance while Octagon and Rhomboid aimed their guns only for the two brothers to go wide eyed at who they saw.

"Sceles? Parry?" asked Rhomboid, confused as the others looked at them with confusion.

"You know them?" asked Ben surprised.

"'Course we do; dey're our kin. Isosceles Right Triangle 'Sceles' Vreedle and Parallelogram 'Parry' Vreedle. Dey're our older sister and younger brother." explained Octagon.

"Seriously?! Is _every _Vreedle named after shapes?!" asked Shadow annoyed.

"Yu_p_." answered Rhomboid calmly before Sceles glared at her siblings.

"And ya'll got a lot of gall to show yur faces to us, Octy. 'Specially since ya'll double crossed our Ma." glared Sceles at her younger brother as Parry gave a deep growl.

"…OK, I have MANY doubts he's younger. He's bigger than Rhomboid. Heck, maybe the same size as Titanasaur." informed Rouge as Rhomoid gave a chuckle.

"Heh, thank ya kindly. I've been tryin' ta lose weight." chuckled Rhomboid, patting his large gullet. Parry just growled as he got out a bazooka.

"Now, now, baby brother. We don't want ta blow up dis joint just yet. Ya know dat our brothers will just get cloned like we do." warned Sceles.

"CLONES?!" realized Shadow and Rouge as they look at their Vreedle allies as Parry growled as he lowered the bazooka and instead got out a blaster and gave a few grunts.

"DAT will do just fine." nodded Sceles as she got her own blaster out.

"Everyone, get down!" ordered Ben as the two began to fire rapidly as everyone hid behind something.

"OK time to go Tigress on them!" cried Rouge as she slammed the Omnitrix, only to get...

"**Cere Sis?" **growled the Galvan as Ben activated the Ultimatrix.

"Please not a Vreedle by accident, please not a Vreedle by accident, please not a Vreedle by accident." repeated before he slammed the Ultimatrix and turned into a short green alien with a pair of antennas on his head. He is wearing a black tunic-like garment with a green collar and sleeves, as well as black boots and gloves and a mechanical backpack and bracelets. The Ultimatrix symbol is on his chest and he has green eyes.

**"ZIMBUG!" **cried the Irken as everyone stopped firing to look at Zimbug.

"Aw, wha a cutie wootie alien." awed Sceles as Zimbug's eye twitch.

"Uh-oh, ya'll might wanna step back." warned Octagon as he and Rhomboid hide behind a console.

"Why?" asked Cere Sis, who is now on Shadow's shoulder. Suddenly, Gatling guns half the size his head came out of Zimbug's bracelets.

"I AM NOT CUTE!" cried Zimbug as he wildly fired at the Vreedles, who barreled rolled away from the shots.

"Dat's why." answered Rhomboid calmly as Zimbug continued firing.

"He's just as trigga' happy as we Vreedles." commented Octagon as he wipes an imaginary tear.

"I wonder how I would act if I turn into that. (looks up and got an idea, a smirk forming) I got an idea." smirked Cere Sis as she climbed up onto Shadow's head and onto some pipes. Cere Sis looked around and smirked as she tugs hard on a pipe over the other two Vreedles as a cold liquid went over them, suddenly freezing the two in place.

"Nice job, Rouge!" complimented Shadow as a stray shot from Zimbug hit Sceles' noggin.

"_That's _for calling me cute!" snarled Zimbug as Shadow took out handcuffs.

"C-c-c-cold…" shivered Sceles as the other two Vreedles looked at each other with concern.

**(Ship Deck)**

Later, at the deck, the three Plumbers and two former bounty hunters were interrogating the two other Vreedles.

"So why did you come onto this ship, Vreedles?" asked Shadow, looking at them with glowing eyes.

"If ya'll want ta know, we came onto here to procure some weapons. An old ship like dis has plenty of dem." answered Sceles, as Parry gave a grunt as well.

"And you came 'long 'cause Sceles needed some muscle, gotcha Parry. (nods) So where did dat there hole come from?" asked Rhomboid.

"Unlike you two, Parry and I ain't that clumsy. If we wanted a hole, we'd use it for an exit, not an entrance. Heck, our ship is here too." admitted Sceles as Zimbug looked behind her.

"Is it the one that's leaving?" asked Zimbug, as the two looked up and looked ticked when they saw their ship leaving.

"Hey, who's da no good varmint takin' our ship!?" yelled Sceles as Cere Sis looked over the buttons and nods.

"Found the tractor beam." assured Cere Sis as she slammed down, creating a barrier around the ship that was about to leave and dragging it back in before she and Zimbug reverted.

"Come on, lets go see who it is." ordered Ben as Shadow pointed his Chaos Lance at the other two Vreedles.

"You're coming with us, or we'll find out what a Vreedle-kabob tastes like." threatened Shadow as Ben and Rouge nearly regurgitated at the thought as Sceles rolled her eyes.

"Keep ya'll's lance on, handsome. We're movin'." winked Sceles, walking ahead as the group headed down the hall.

"Did she just call me... ?" trailed off Shadow as Ben puts a hand on his shoulder.

"Welcome to my world." nodded Ben.

**(Ship Hull)**

Ben, Rouge and Octagon stood on one end as Shadow and Rhomboid stood on the other, Sceles and Parry watching with some boredom on their faces as The group got ready as a barrage of needles suddenly flew out, everyone moving out of the way as it scratched the active Omnitrix, making it shine yellow.

"Hey!" complained Rouge with annoyance as the green returned to the Omnitrix as Argit (OV Appearance) came out.

"Argit?" asked Ben as Argit readjusted a over-arm bag.

"Hey Ben, buddy. You get a haircut? (notices Shadow and Rouge) Who's the bad boy and hot babe?" winked Argit.

"Don't even try it, rat-boy." scowled Rouge as Shadow aimed a Chaos Lance.

"Paws where I can see them, space rat." warned Shadow as Argit gave a glare.

"Hey, I take offense to that, red-eyes. And I wouldn't do anything funny; I got the Anihilaarg here and I'm not afraid to use it!" threatened Argit, getting a bag at the ready.

"Anihilaarg?!" asked the male Ex-Mobians in shock.

"Anihilaarg?" asked Octagon and Boid, looking at each other with confusion as their siblings smirked at this.

"…the what-a-harg?" asked Rouge.

"Well, this ship is the ship of legend after all; the Ship of the Contemelia." chuckled Argit, looking around.

"But it was only that; a Legend, like King Arthur and the Knights of the Round Table." replied Shadow, recalling Sonic's 'excuse' for being late on Amy's date.

"Wait a minute! That's a legend on Mobius too?" asked Ben surprised, ignoring the current situation.

"Forget about that! Can someone explain to me what this anili-whatever is? Mobius may be a multi-race planet, but it hasn't came in contact with other lifeforms much." asked Rouge irritated.

"Well, there was an ancient pan-dimensional civilization...the Contemelia. Their favorite pastime was traveling from parallel universe to parallel universe...scaring the locals. Then if they started to dislike a universe, they would use the Anihilargh to destroy it." explained Shadow.

"Who comes up with these names?" asked Rouge irritated.

"It's full name is longer, but once it goes off, you only have time to say the first part." answered Octagon.

"Boom." added Rhomboid.

"That's comforting to know." snorted Rouge.

"Since the Contemelia's died off eons ago, the legend says that their ship drifts from cosmos to cosmos, baring a weapon that can destroy an _entire _universe." explained Ben.

"So this is a doomsday weapon that can wipe out the universe? Ben, Shadow, this is a big time threat. Legend or not, we can't let him leave if there is a chance it IS real." warned Rouge.

"Hmm…good point…it wouldn't be the first 'legendary' weapon that turned out to be real. Heck, Diagon was said to be some sort of myth by aliens, right? But he turned out to be real. You were there with me." pointed out Ben, sighing a bit as the ship shook.

"What the?" muttered Shadow.

_"Guys, we got a problem: We got confirmation that there's an Incursean War Ship heading for you guys!"_ warned Cooper via communicator.

"Ah great… (groans) Guys, we gotta split up. Meet back here soon." ordered Ben as he glared at the Vreedles, who smirked.

"We'd be mighty grateful if ya'll let us help. Ya'll need all the help ya can get, handsome." winked Sceles as Shadow groaned.

"Two hillbilly aliens or evil Frog conquerors…I'll take the hillbillies." nodded Ben as Shadow groaned.

"When I mentioned getting a girlfriend, I wasn't _this _desperate." mumbled Shadow as he unlocked their cuffs.

"Thank ya kindly. Come on, Parry. We got some toads to squash." smirked Sceles.

**(Later)**

The door opened as a group of Incurseans came aboard, as Ben and Argit snuck around.

"OK Argit, you stay here. I got these guys." ordered Ben as he slammed down the Ultimatrix before he turned into **Spidermonkey**, nodding to Argit as he sticks him into a wall with his web.

"Is this necessary?" Argit asked as Spidermonkey glared as he ran off, as Argit sighed.

"I'll take that as a yes…" wiggled Argit a bit before Spidermonkey ran out.

"Hey froggies! Lets dance!" dared Spidermonkey as he shot his web out and slammed the guns out of their hands as he jumped forward, kicking the middle one away before jumping up and smacking both heads together.

**(Meanwhile)**

In another part of the ship, a group of soldiers looked around as Shadow came down, the frogs opening fire as he blocked with a Chaos Shield before tying the Incurseans with Chaos Chains and banging them against the controls.

"(clicks tongue 3 times) If Big was here, he'd be disappointed that frogs are enemies here." sighed Shadow.

**(Weapons Vault)**

Another trio moved through a weapon vault as Rouge snuck around as a lavender lizard-like humanoid with purple stripes and three eyes; left pink, middle white and right black. Like Gemshard, she is wearing the two-piece version of her jumpsuit except the lower part reaches to her feet but reveals her toes and heel and it reveals a bit more cleavage and she now wears short white gloves. She has white markings on her head looking like hair. The pink Omnitrix symbol is on her stomach.

"Come on…I need something that can give me a big of an edge…" muttered **Stealth Lizard** before she picked up what looked like a hilt.

"This should do." nodded Stealth Lizard. An Incursean heard something as he looked behind him, as Stealth Lizard gave a smirk as she came out.

"Hello boys…want to have some fun?" said Stealth Lizard before she turned the hilt on, revealing an energy blade. She smirked as she ran forward, ducking around the energy blasts as she slashed though the guns while using her invisibility.

**(Meanwhile, with the Vreedles)**

In another part of the ship, the Vreedles took on a group of thugs at once.

"Yee-haw! Dis reminds me of da time we went huntin' for a group of Vulpin Lake Rats!" laughed Rhomboid.

"Yeah, dose things ain't friendly like dese here frogs." nodded Sceles as she fired her gun at them, as they took them all out, Parry groaning in disappointment.

"Don't worry, Parry. Dere's plenty more." assured Sceles.

**(Contemelia Bridge)**

Argit snuck around, having escaped thanks to his quills, sighing a bit as he came near by and opened a near by door to get away but saw it lead nowhere.

"Ah nuts…" groaned Argit before Milleous walked in, holding a blaster.

"Hello Millius. We finally meet." clapped Rouge slowly as she walked forward, glaring at Milleous who aimed a gun.

"So, I take it you're not gonna make this easy?" scowled Rouge.

"What do ya think, Bat?" asked Milleous asked as some of his troops came out, outnumbering her.

"Four on one? I love those odds." smiled Rouge as she slammed down on the Omnitrix, causing her body to shrink down as a 4-foot tall, gray furred porcupine-like creature with sharp clawed hands, a slim and curvy body, white quills covering her head like hair, spikes coming out of her face like whiskers and spikes on her upper arms, with a snout-like nose with, pink eyes with black pupils, clawed hands and feet, and a foot long pink tail, and wearing a pink/white jumpsuit with slits exposing some of her cleavage and legs with the Omnitrix symbol on her stomach took her place. Ben and Shadow arrived at this before the former face-palmed.

"You gotta be kidding me." muttered Ben while trying to stare away from Rouge's furry cleavage as Milleous raised an eyebrow.

"What the? (looks herself over before groaning) Ah great, I'm whatever the heck Argit is now…" muttered Rouge.

"Am I hearing things or does Rouge sound like Amy?" asked Shadow confused.

"You're not hearing things man. I wonder how she and Sonic would react." wondered Ben with a finger on his chin.

"Hmm…I got it! **Hedges****pike**!" smirked Hedgespike as she fired out quills at them, knocking the guns out of their hands as she ran forward on all fours and then curling up into a ball and tackling right into Milleous, making him yell out as he was sent back, a quill on his arm as he groaned a bit.

"Sorry to disappoint ya…I got thicker skin. Gonna take more than that to take me out." groaned Milleous as Argit came back in, glaring at the Emperor.

"OK, you got a lot of nerve! Seriously, you pay me to get that doomsday weapon and you try to double cross me!?" yelled Argit, glaring at him.

"Wait, what?! You were gonna give that thing to Milleous?! Did you fall on your head?" shouted Shadow with glowing eyes.

"Hey listen here, red-eyes. I was supposed to- (eyes shrank as he noticed his bag was missing) Ah crud! I forgot my bag!" panicked Argit.

"Where is it?" asked Ben as a groan is heard as they saw Rhomboid and Octagon walk in, both rubbing their heads.

"our kin kind of knocked us out…I think they are going to get da proceeds that come from bring out said doomsday weapon." informed Octagon as Rhomboid gave a nervous chuckle.

"Sorry 'bout dat. Come on, lets head out." suggested Rhomboid, as the others nod.

"WE gotta stop those two. (tosses a blaster to Argit) Argit, keep an eye on Milleous. Milleous…don't kill Argit." ordered Ben as the group went out, Hedgespike reverting. Argit smirked at this…but gulped when he saw the large frog glaring down at him.

"Ah nebulas…" muttered Argit.

**(Outer Space)**

Outside the ship, the Proto-TRUK flew after the Vreedles as Octagon aimed the tractor beam at the ship as Parry began to fire at them, the ship moving away as Shadow kept a firm hold on the wheel before he heard lasers coming from behind.

"Toadies on our tail!" warned Rouge, seeing that on the radar. The ship began to fire down as Milleous glared from the throne.

"Shoot them both down. I want the Anihilaarg." ordered Milleous as the Warship hit the Proto-TRUK's wing before it went down, as the Vreedle's ship followed suit. Both ships screamed out as they headed right for Mr. Smoothie's area.

**(Mr. Smoothies)**

Manny looked up as his eyes shrank as he saw the ships coming in.

"Uh…Cooper? Think you can, I don't know…TECHNOPATH SOMETHING TO CATCH THEM?!" panicked Manny.

"I got this." assured Helen as she spun around in a vortex, creating a large funnel cloud that cushioned both ships, making them slow down their crash as the ship went down. Team DARK came out as Shadow glared at Sceles and Parry who came out of their ship, groaning a bit. Milleous' ship arrived, taking Argit with them as Sceles saw everyone present and smirked.

"Not one move, or else Parry and aye will blow ya'll ta kingdom come with the Anihilaarg!" threatened Parry. In Parry's hand…appeared to be a black box.

"The Anihilaarg?" asked Manny's team in shock.

"That thing was on the ship!?" asked Cooper shocked as Team DARK stared at the box in question unimpressed.

"…That thing is the Anihilaarg?" asked Rouge, confused.

"It's a _lot _less impressive in person." deadpanned Shadow.

"Not a very convincing doomsday device." commented Ben.

"Got to be an on button somewheres." mumbled Sceles as Parry rubs the Anihilargh, searching for the activation button while Argit pulls his ears in panic before Manny tackled Parry down and grabbed the Anihilargh before the Incurseans dog-piled him and forced him to throw the Anihilargh in the air. Suddenly, Shadow stood on top of Milleous and tries to catch the device before Milleous grabbed his hands as Ben caught it above him and held it in triumph, which was ruined after Sceles snatched it and ran to her ship.

"Ah' gots it." laughed Sceles before Helen tail-swiped her legs, tripping her and throwing the Anihilargh in the air, causing everyone to gasp in fright before it hits the ground and lands safely, getting everyone to sigh in relief before it opens and beeps.

"I bet that's what ya'll call your basic countdown to destruction." paled Sceles before Cooper ran forward and picked up the Anihilargh with his eyes glowing blue.

"I can't find anything on the Anihilargh to deactivate it." grimaced Cooper.

"Why are you all standing around? Somebody has to stop this from happening! TH-THE UNIVERSE IS WHERE I KEEP ALL MY STUFF!" panicked Argit before he grabs Rouge's hand and starts slapping the Omnitrix with it.

"Hands off Rat-boy." threatened Rouge before throwing Argit off her.

"Maybe Upgrade could disable it." suggested Ben as he rotates the Ultimatrix dial, and slowly becomes annoyed for every transformation.

"Got her." smirked Rouge before she slammed the Omnitrix and transformed.

"YES! (eyes shrink) NO!" panicked Ben as everyone looked at Rouge's transformation, which is a tall and *cough* sexy *cough* humanoid being with slanted pink eyes and three horns on her head and white hands and a body made up of black nothingness with white stars, a white aura coming around her skin.

**"Celestia!" **cried the Celestialsapien

"Who's that?" asked Shadow curiously as everyone surrounds Celestia.

"Wait a minute! I recognize this alien! If I recall, Tennyson used this species to save my daughter from a bursting dam last year." recalled Milleous before Ben hoped onto his face.

"Then you remember the fact that Celestialsapiens are always _useless _because of their multiple personalities. (gets off calmly) WE'RE DOOMED!" screamed Ben as he runs around the group like a headless chicken.. Before anyone can react, the Anihilargh began emitting electrical energy while floating in mid-air, creating a black hole.

"Seconded! (gains everyone's attention and Ben stops running) Anihilargh disable motion carried!" announced Celestia before she raises her hand, and releases pulse waves before the black hole began to shrunk and turn into the Anihilargh before disabling and falling into the ground.

"You were saying?" smirked Alan as Ben's jaw dropped.

**(Inside of Celestia)**

Rouge is floating in space, when Serena and Bellicus (OV Appearance) appeared in front of her.

"Hello, Rouge. I'm Serena, the voice of love and compassion." introduced Serena.

"And I'm Bellicus, the voice of rage and anger. Now, down to business. Since you're new, we let you get away with a free use of our power. However, in order for us to use our power, at least two of us must agree to it." informed Bellicus

"And now, we have a tiebreaker to settle all of our old debates, unlike Ben Tennyson." added Serena.

"My boyfriend?" tilted Rouge as the masks nodded.

"Now, I vote that we save the dinosaurs." said Bellicus

"I vote against it. If they came back, wouldn't that end human life as they know it?" asked Serena.

"Who cares about humans on Earth? There are humans on other planets." snarled Bellicus.

"I vote against saving the dinosaurs because I like spending time with my boyfriend on Earth." argued Rouge.

"Fine! Motion carr-" paused Bellicus.

"However, I vote we should _revive _the dinosaurs on an uninhabited planet to prevent bloodshed." interrupted Rouge.

"A compromise!" gasped Bellicus as Serena smiled.

"I'm starting to like this girl." nodded Serena.

"Wait a minute! Before we revive the dinosaurs, let's pay Rouge back by showing her what Alien X looks like." teased Bellicus.

"Bellicus?! How dare you?! Teasing is _my _thing!" mock-gasped Serena as Rouge blushed.

"Can't we revive the dinosaurs first _before _showing me Alien X?" blushed Rouge as the masks chuckle before nodding.

**(Mr. Smoothies)**

"Why isn't she moving?" asked Shadow to Ben while their friends are arresting the Incurseans and Vreedle criminals.

"She's stuck in an argument with those two voices in her head now. First time I used Alien X, it took _hours _for me to change back." shivered Ben before Celestia reverted.

"That was fast." commented Ben before Rouge looked around and noticed the absence of a few people.

"He's trying to get money out of them, and we got back up taking in the Vreedles' big sister and little brother." informed Manny as Rhomboid and Octagon led their siblings onto a car as they gave a thumbs up.

"This should make up what they did a bit. But they got a _long_ way to go." glared Shadow as Ben glanced at Rouge.

"So, mind telling us how Serena and Bellicus agreed to change you back?" asked Ben.

"Who?" asked Shadow with a raised eyebrow.

"I'll tell you when we get a smoothy." shrugged Rouge.

**(15 minutes later)**

"That's... a little hard to believe." said Shadow as he, Ben, Rouge and a handcuffed Argit are drinking smoothies on a table.

"Says the 53-year-old 'Ultimate Life form.'" quoted Ben as Rouge snickered before Shadow scowled.

"Whatever. At least I won't have to see _her _again. (hand taps his shoulder) What do you want?" asked Shadow as he turned his head, only to pale as he sees Sceles close to his face.

"Time ta pucker up, handsome." smirked Sceles as Shadow screamed before getting up and running away, getting chased by the female Vreedle.

"How'd she get out o- (notices Rouge's smirk) That's not Sceles is it?" asked Ben with a cheeky grin.

"Nope. Serena and Bellicus wanted to tease Shadow for calling himself the Ultimate Life-form, so they made a fake Sceles." answered Rouge as Shadow used his rocket shoes to run faster with Sceles running in the same speed.

"How long is this gonna last?" asked Ben while holding in his laughter.

"5 minutes, give or take a few." giggled Rouge as Shadow used the Proto-TRUK to escape while Sceles flies over to him with hearts in her eyes.

**(Unknown)**

A screen was showing Celestia remaking Pluto from the meteorites that the Incursions left it in and enlarging it before reviving the dinosaurs there.

"So this is the power of a Celestialsapien?" asked a mechanical voice.

"Yes." nodded a Galvan as he walked in, dragging a briefcase before opening it, the contents in it hidden in the darkness along with the Galvan and the room.

"Is my new body functional?" asked the mechanical voice.

"Soon, it will be." replied the Galvan as bright red eyes flash to life.

**Shadow: A new evil?**

**Rouge: It can't be Albedo, considering he's still on Mobius.**

**Ben: Or is he?**

**Omarnosian10: I like to give credit to Shadow-DJ for this chapter before I changed it. If you want to get a private sneak peek of the next chapter, answer this question: Who is my favorite K.R?**

**Ben: K.R?**

**Omarnosian10: I made it an acronym so the question can be harder. PM me the answer and don't forget to suggest names for Rouge's aliens. SMOKEBOMB!**


	5. The DARK Swarm

**Omarnosian10: Hello readers.**

**Ben: Here's a shout-out to DLBot2016 and Nicochan11 for guessing what my favorite K.R is.**

**Rouge: The answer is in the chapter.**

**Shadow: And although it's 9 days late, you should know what passed.**

**Everyone: HAPPY ANNIVERSARY!**

**Chapter 6: The DARK Swarm**

**(Burger Shack)**

Ben hummed a bit as he got his order from Burger Shack as he headed to Shadow's truck, where his teammate waited. Unknown to him, however, Khyber watched from above with a miniature high-tech telescope as he smirked, nodding to Zed.

"Go get him, old friend." ordered Khyber as Zed growled before jumping forward, a red glow coming out as a large creature came into being. Ben hummed as he took a sniff.

"Finally some downtime." sighed Ben before the ground began to shake. The civilians panicked as Slamworm came out of the street.

"Hey, keep an eye out on my lunch, would ya?" asked Ben to a random civilian before he screamed and ran away while Slamworm kept digging and submerging from the ground. Ben put his lunch on a table as Slamworm submerged near him. Ben slammed his Ultimatrix, making his body glow a bit as he turned into the third alien he ever transformed into (UA Appearance).

"**Diamondhead**! Can we make this fast, big guy? There's a triple cheeseburger with my name on it." smirked the Petrosapien. Slamworm screeched as Diamondhead fired a barrage of crystal shards at Slamworm's beak, who responded by going into it's hole.

"Neat trick." commented Diamondhead before Slamworm came out again and dug another hole, not feeling Diamondhead's crystals.

"Where'd it go?" wondered Diamondhead before Slamworm came out from under him and tossed him high into the air. Slamworm opened it's mouth as Diamondhead fell and caught it's jaws, keeping them separate while struggling.

"I came here to _eat_ lunch, not _be_ lunch." complained Diamondhead before he used his feet to push harder and free his hand before turning it into a saber.

"This is going to hurt you, more than it hurts me." informed Diamondhead as he jabbed the inside of Slamworm's mouth, forcing it spit acid balls onto Diamondhead before it threw him off onto the street.

"I am never doing that again. (observes his broken hand before regenerating it and notices the remaining slime on him) If you were trying to wet my pants, I'm not wearing any! (realizes while looking at civilians) That didn't come out right, didn't it?" asked Diamondhead as they nod. Diamondhead sighed before noticing the Slamworm recovering.

"Uh-uh buddy. You ain't going anywhere." snarled Diamondhead before slamming his hand into the ground as diamond spikes head toward Slamworm and surround its lower body, making it screech in anger.

"Gotcha." smirked Diamondhead before Khyber whistled as Slamworm shot acid spit balls at Diamondhead, who turned his arms into shields and blocked the spitballs.

"Okay, number one: gross. (unshields himself) and number two-" paused Diamondhead as he noticed Slamworm's absence. While walking to the spike trap, Diamondhead reverted and folded his arms before mumbling.

"I always wait for evil villains to finish _their_ speeches. (walks to his now ruined lunch) Dude! You were supposed to keep an eye on my stuff!" complained Ben before heading to the Proto-TRUK to see Shadow sleeping with his feet on the windshield while holding a pack of breath mints.

"Shadow! Wake up!" snapped Ben with his fingers before Shadow grumbled and woke up and putting his feet down.

"Sorry Ben. I was having a nap and (notices Ben's empty hands) what happened to our food?!" snarled Shadow.

"Why are _you _holding breath mints?" asked Ben back while Shadow looks at the pack.

"Rouge told me to pack some for you if you decide to make out with her as soon as possible so she wouldn't have to deal with chili breath." answered Shadow before Ben quickly snatched the pack and put it in his pocket.

"Speaking of said girlfriend, it's not even a full hour since we left Rouge at H.Q for some guy time and I'm already getting attacked by a giant worm monster with the same collar. Who keeps sending these monsters on me?" asked Ben.

"It's Dr. Eggman all over again." complained Shadow while rolling his eyes.

"Doctor... (eyes widen) Wait a minute! There is _one _doctor who specializes in animal mutation. Dr. Animo." informed Ben.

"Animo?" asked Shadow with a raised eyebrow.

"Think of him as an animal version of Eggman. He was the _first_ official enemy I faced when I was 10. Vilgax doesn't count since we hadn't met face-to-face. (Shadow nods) He has dealt with alien animals before, he knows how to use the Omnitrix's tech when I broke it by accident and temporarily gained the ability to turn into hybrids (Shadow's eyes widened), he knows about plumber tech, he's even broken into Mount Rushmore a couple times…who's to say he _didn't_ make whatever's going on?" listed Ben before Shadow typed something on the Proto-TRUK's main computer.

"It looks like he's in the database. According to this, his crimes include and aren't limited to: Eco-terrorism by using genetic mutations, attacking an unused Plumber Base, nearly setting off a large DNA bomb, conquering the Null Void, and creating an army of ancient bird-like creatures that look like pterodactyls. (blinks three times) Whoa, you're right. I'm just glad this guy and Eggman didn't meet. Who knows what could've happened?" asked Shadow before he and Ben shuddered at the thought.

"Told ya." commented Ben.

"But there's one problem. According to the prison database, Animo's still locked up in his cell." informed Shadow with a raised eyebrow.

**(Plumbers HQ)**

"So let me get this straight, Ben. You think Animo is involved with that weird collar thing?" asked Manny as he, Helen, Pierce and Rouge are by a terminal.

"I find that hard to believe. After the egg incident, he's been locked up tight. So unless he suddenly mutated himself into a bug, I doubt he could get out." argued Pierce.

"Just take us to Animo's cell, Pierce. I want answers." ordered Ben, crossing his arms as the group headed towards the cell block as Helen got her communicator out.

"Cooper, we're going to be talking with Animo." informed Helen as they went up the elevator as they passed Cooper, who was working on a broken terminal, heading towards the cell-block. The elevator stopped as they headed towards an…empty cell full of stuffed animals?

"What the- Where'd he go!?" asked Rouge as they opened the cell and looked around.

"How did he escape? No alarms went off. I just saw him yesterday!" informed Helen, looking around the room quickly as Shadow picked up a stuffed hedgehog that had stitched on bat wings and a crocodile snout.

"…This guy needs to get a better hobby…specifically not a creepy one that will haunt my nightmares." groaned Shadow, throwing the stuffed animal away carelessly. Ben started looking around and noticed something; letters. Ben picked one up and read it.

"Hmm…this is a letter…you guys give him mail?" asked Ben curiously.

"Yeah…some of our prisoners do get mail. The Plumbers are a government group and there are some scientists who are interested in Animo's work for who know's what reason…why?" asked Pierce as Ben frowned while Shadow took one and read it.

"This is about some plan…it was likely smuggled in." snarled Shadow.

"How did ants get in here?" asked Rouge as everyone noticed ants crawling around the area.

"Ants are normally attracted to undigested food, so maybe whatever Animo had wasn't finished." shrugged Pierce.

"But how did ants get into the HQ…unless there's a tunnel somewhere." scowled Manny as he followed the ant trail and lifted up the toilet, revealing a secret passage.

"Hmm…looks like we're gonna need a bigger tunnel if we're _all_ gonna track him." observed Manny.

"CHAOS DRILL!" shouted Shadow before a yellow energy drill formed beside him and drilled through the wall, making the opening larger as the group followed him through.

"I don't mean to be offensive, but why are you coming with us? Shadow, Ben and I are enough to take down some freaky mutants, so we don't need your help." asked Rouge smugly before Manny showed his prosthetic hand.

"He's why I got _THIS_. So yeah, he's _very_ dangerous, even without his mutants, so this is personal." answered Manny as they came into the sewers.

**(Sewers)**

"Ugh, the sewers?" groaned Manny.

"No kidding. This is too much of a super-villain escape cliche." shook Shadow before the Chaos Drill disappeared.

"Which way do we go?" asked Helen as the group notices the 2 pipes dividing to the sides. Before anyone could respond, a screech was heard as everyone looked to see 3 mutant ants.

"Giant ants, yep, we're after the right guy." glared Manny as he jumped up and punched one of them, making it stagger a bit as Pierce ran forward to help, but both Manny and Pierce went back when it shot out a blast of flames.

"A fire ant. Oh-ha-ha, Doc. REAL original." rolled Helen before Ben and Rouge slammed their respective matrices. Rouge turned into a green plant-like humanoid with red spikes on her shoulders. She has a mostly black torso, similar to a one-piece swimsuit. Her hair is now red with a yellow bang. The pink Omnitrix is on her stomach and her eyes are pink with black slits.

"**CHLOROFLARE/ECHO ECHO!" **cried the transformed duo before Chloroflare shot a stream of fire at a mutant ant as it got pushed back before Echo Echo multiplied and dog-piled another.

"ECHO CHAMBER!" cried the Echo Echos as they unleashed their sonic scream at the mutant ant before it suddenly started to glow, gaining everyone's attention before it exploded, taking some Echo Echo clones with it.

"BEN!" cried everyone before the ceiling above them started to crumble.

"It's a cave in! Helen we've gotta move NOW!" Manny called as he grabbed Helen by the arm.

"But Manny we can't just-" Helen pleaded.

"They'll be fine! Now come on!" Manny replied as he pulled Helen away and the two escaped right before the ceiling gave way and separated them from Echo Echo, Chloroflare, Shadow, and Pierce.

"NO!" cried Helen's voice behind the wall as Manny's ground punch was heard. Before the others could react, 4 more ants came in and dog-piled Chloroflare.

"AH!" shrieked Chloroflare as the ants ate bits off of her, making Echo Echo angry along with his clones.

"Get. Off. My. GIRLFRIEND!" cried the Echo Echos before they merged into one and slapped the Ultimatrix dial, evolving.

**"ULTIMATE ECHO ECHO!**" cried the hyper-evolved Sonorosian as his sonic disks flew off of him and blasted minor sonic waves against them, getting them off of Chloroflare before she regrouped with them. Ultimate Echo Echo's sonic discs surrounded the ants and multiplied into 15.

"This is for treating my girlfriend like an all-you-can-eat buffet. Sonic (breathes deeply) DOOM!" screamed Ultimate Echo as the sonic discs created an orb of sonic waves around the ants. Suddenly, the ants began glowing before they imploded, creating a miniature earthquake.

"Incredible…the sonic blast atomized its energized DNA." observed Pierce while rubbing his ears while Shadow and Chloroflare eyed Ultimate Echo Echo.

"Another Ultimate, Ben? (Ultimate Echo Echo nods) Gotta admit. Echo Echo's Ultimate form looks more... robotic." commented Shadow.

"Don't blame ya. (shrugs) Some of my Ultimate forms has more drastic changes while others only have color changes and minor additions. (looks at Chloroflare) You okay, babe?" asked Ultimate Echo Echo concerned as Chloroflare hugged his arm, causing the robotic-like alien to blush.

"I'm okay now, sweetie." purred Chloroflare as Shadow and Pierce gaze at the scene before them.

"How can a robot blush?" asked Shadow with a pointed finger.

"You're asking the wrong guy." shook Pierce.

"HEY! Is everyone alright over there?" asked Helen from the wall as everyone looked at it.

"We're okay, Helen. The ants are destroyed thanks to Ben." commented Pierce.

"Good to know. See? I told you so. Helen sp-" paused Manny.

"Ben, can you use Armodrillo to drill through the debris?" asked Helen, not wanting the group to know something.

"Too risky. I might collapse the entire tunnel on top of us." answered Ultimate Echo Echo before reverting along with Chloroflare.

"The ants were coming from this direction. Think you could search your side for anything else?" asked Shadow.

"Can do." replied Helen.

"Sure. Good luck." said Manny before a whoosh was heard.

"Let's go find out where they came from." ordered Ben as they all nod and followed the direction before coming across a group of ants carrying machine parts.

"Ants carrying machinery…odd mannerism for a hive-based mentality." commented Pierce as Ben looked this over and nods.

"But they're big enough to carry us. Come on." said Ben as the four jumped down and landed on a large piece of machinery.

"Why do you know so much about ants?" asked Rouge confused before Pierce sheepishly scratched his neck.

"Before I knew about the Plumbers, I studied to become a biologist on insects." admitted Pierce as Team DARK slowly nodded. Everyone got off and snuck around a large amount of rocks and looked around.

"Now, where would Animo be?" asked Shadow with a finger on his chin as Ben points ahead.

"How about the anthill the size of the Empire State Building?" asked Ben flatly as he points to the giant structure of sand and stone, as everyone got just as flat looked.

"WOW…that is NOT subtle…and where are we?" asked Rouge confused.

"Likely something Animo whipped up. Knowing him, he used his mutation gun to terra-form this place." informed Pierce, looking around. The group went around a large rock as Ben and Rouge saw their Matrices fully charged.

"OK, lets see if we can get in…" trailed off Ben but noticed Pierce messing with what looked like slime.

"What is that?" asked Shadow as Pierce looked at them calmly before throwing the sludge onto them, making the group cry out in annoyance.

"HEY! What the heck, man?!" asked Ben in annoyance as Shadow spat it out, disgusted.

"Ah man, it got in my mouth!" spat Shadow as Rouge looked annoyed.

"Why the heck did you just throw mud on us?" asked Rouge as Pierce put another coat on them before Shadow looked even more annoyed with his eyes glowing.

"Knock it off! What is this stuff!?" snarled Shadow as Pierce began to put it on himself.

"Ant pheromones. This should disguise us, as they instinctively attack all those who would invade their hive. So this should make us blend in." informed Pierce as they all glared at him.

"Wheels, if you put ant goo on us for nothing, you'll learn the _real_ meaning of Chaos." warned Shadow as Pierce nods, understanding as they went towards the opening as a large ant growled down at them as it's antenna tapped them…and moves away.

"Phew…looks like this slime has SOME uses…but I'm gonna need to get this into the laundry after this is done." grimaced Rouge.

"Good idea. Then you'll need to shower and-" paused Shadow.

"If you even finish that sentence, you'll face the fury of 2 Appoplexians." growled Ben as Rouge blushed thinking of _that._

"This looks like it was made in code. These ants were building with a purpose." informed Pierce, changing the subject.

"I think I see him ahead." squinted Shadow as the group saw a large machine with two figures standing on a terminal. The group went to them.

"Great job, my old friend. Your pets are doing a good job." complimented Animo.

"Of course, Animo. Your genius gave them the power, between the two of us, this should work out fine." chuckled Clancy in human mode.

"Hey Animo! (both turn around) And Clancy?" wondered Ben confused.

"Tennyson…long time to no see…(growls) I had to go underground after the Negative Ten incident." glared Clancy as the ex-Mobians look at Ben curiously.

"Clancy's an old enemy of mine from when I was 10. I only faced him twice during my first summer, and hadn't fought him ever since. He's a human/insect hybrid that can control insects with his mind. I'm not sure if his powers can work on our insect-based aliens though, but I _don't _want to find out. (Clancy switches to insect mode) I forgot he could do that." explained Ben.

"OK, that's nasty." glared Rouge with disgust, Clancy growling as Animo put a hand on his shoulder.

"So Tennyson, I wanted to wait to kill you, but now is good enough. And for now, you are not gonna just worry about these ants. You see…my plan is to turn ALL the ants on earth into my own personal army. Clancy here is willing to help me give his insect friends the power they deserve." explained Animo as Clancy nods.

"And once we are done, you are all gonna be ruled by the insects." added Clancy as both laughed evilly while Ben looked at the others.

"Yeah…I don't think he's sending the aliens after you." shook Shadow as his fists glowed with Chaos Energy while Pierce got into a stance.

**(Outside)**

Khyber and Zed found the anthill.

"Flush him out, boy." frowned Khyber as Zed nods and ran inside, growling.

**(Back Inside)**

"Look Animo, While I think giant ants sound kind of cool-kind of-we can't let you do it. Team? Lets do this." glared Ben before Pierce noticed something.

"They got a Kormite power core. I got to disarm it. You guys keep them busy." suggested Pierce.

"OK…let's go." ordered Ben as Team DARK nodded before they all ran forward while Clancy hissed.

"Boys, feeding time." informed Clancy as several ants came in as some came out of his leftover jacket before mutating, spitting acid as Shadow formed energy Gatling guns in his hands, reminding him of his own weapons during the Black Arms invasion.

"CHAOS GATLING!" cried Shadow as he fired bullets at some ants. Animo smirked as he typed away.

"Try and stop us now, Boy!" laughed Animo as he slammed the button.

"Aw crud!" slumped Ben as the machine activated as many more ants came in.

"There's no way I'm using Chloroflare again, so it's Geoblaze time!" cried Rouge as she slammed down the Omnitrix and in a flash of pink, turned into a female version of Rath, with the fur being white.

"**TIGRESS?! **LET ME TELL YOU SOMETHING, OMNITRIX! WHY CAN'T YOU TURN ME INTO THE RIGHT THING!?" yelled the female Appoplexian.

"Babe, less yelling, more fighting." suggested Ben as he slammed the Ultimatrix before turning into **Fasttrack **and blurred towards the ants while Tigress growled.

"You can't tell Tigress what to do, Benjamin Tennyson! Tigress does what Tigress wants! And Tigress wants to crush these freaky bugs!" said Tigress as she jumped up, roaring. She tackled into an ant and smacked it aside as Shadow manifested an energy sickle.

"CHAOS SICKLE!" cried Shadow as he held the chain and swung the blade around, cutting through a few ants here and there.

"Face it, children. Sheer numbers outmatches you. When in proper amount, any ant swarm can take on any prey." smirked Clancy as a barrage of spikes came down as Animo looked up and growled.

"Everyone, I got the Kormite Power Core." informed Pierce as he came down, firing from his forearms.

"Let me tell you something Pierce Wheels! Even though Tigress is starting to begrudgingly like your help, in spite of herself, Tigress is gonna-" paused Tigress as Fasttrack quickly slapped her symbol and turned her into **Geoblaze**.

"Sorry about that…Tigress tends to get REALLY cranky." giggled Geoblaze sheepishly as Fasttrack zoomed by.

"Don't worry babe. You'll get used to it after a first few transformations." said Fasttrack as he sweep kicked an ant.

"A Kormite power core…I'm guessing this is the power source of that thing. No core, no monster ants." smirked Shadow with his sickles hanging loose before an army began to swarm over them.

"Speed won't work on these things. I need something that can fly." gritted Fasttrack as he got crowded, as a bright green glow came out as a figure suddenly jumped out, sending many of the ants away as something landed.

"What the…?" asked Shadow as **Crashhopper** came out, chirping faintly.

"ANOTHER Bug? I am getting some serious deja vu." groaned Geoblaze as Crashhopper looked himself over.

"Hmm…a new alien, eh? (smirks) Lets see…" trailed off Crashhopper as he got ready as his thick legs got bent as he jumped forward before he tackled into one of the ants, sending it flying back.

"A living Battering Ram, eh? Hmm…I got it! Crashhopper!" chuckled Crashhopper.

"No matter the form, Tennyson. You cannot defeat us." warned Animo, getting on a power suit that looks akin to a large ant as Clancy growled, swarms of flying insects forming out of him.

"Oh yeah? Lets see ya work with that." smirked Crashhopper as he jumped up and bounced around and tackled Animo, making him yell out. Animo growled as he fired energy blasts at the hopping insectoid, who kept jumping around. Pierce stabbed an ant away as he looks at Shadow.

"Shadow, can you give me a lift? I have an idea." asked Pierce.

"Uh…OK?" wondered Shadow as he picked up Pierce and took off into the air as Clancy roared out as he slashes at Geoblaze, who dodges and sent a rapid flaming punch his way, making him growl as he spat out a blast of acid, making her increase her heat to evaporate it as Crashhopper slammed his feet into Clancy's face, sending him back while Crashhopper jumped around again.

"Sorry cockroach, but it's two on one." smirked Crashhopper as Animo cried out as he got sent into Clancy, making the two fall back a bit.

"Guys! We need some back up here!" caled out Pierce as both he and Shadow backed up. Crashhopper jumped up as Geoblaze created a flaming rock platform to get to the other two.

"I got a plan: I can reset the Kormite core to decimate these ants." informed Pierce as Crashhopper smirked.

"That's good." complimented Crashhopper as Pierce looked concerned.

"But he said that could wipe the ants, the anthill, and all of us. Not to mention any part of the city within 300 miles." panted Geoblaze nervously, never using the current technique before.

"And that's bad." nodded Shadow, punching an ant away as Crashhopper went to it and looked it over.

"We can isolate the energy to just blow up the ants." suggested Crashhopper as Pierce nods.

"That sounds better." said Pierce as he heard buzzing and saw Animo being brought up with Clancy, both glaring.

"Curse you, Tennyson! Curse you and your meddling ways!" glared Animo as Shadow groaned at the resemblance with Dr. Eggman.

"My worst fears have been realized…" muttered Shadow dramatically as a growl is heard as Zed came down, growling at them.

"Mutant dogs?" asked Crashhopper, confused.

"Not even Eggman mixed up his animal drones." exasperated Shadow as Animo raised an eyebrow.

"This isn't mine." Animo said as Zed growled as he glowed red, making everyone go wide eyed as Zed turned into Mucilator.

"…But it is interesting…" growled Clancy as Crashhopper growled.

"I got the big freak. Rouge, Shadow, take on Animo and Clancy. Pierce, you work on that device." ordered Crashhopper as he jumped at Mucilator but grunts, as his skin was too thick.

"OK…that hurt." moaned Crashhopper.

"I haven't defeated a Doctor in weeks, so it feels good to fight one again." smirked Shadow as he charged at him with his Chaos Gauntlets while Geoblaze smirked as her hands glowed.

"Crispy flies, anyone?" smirked Geoblaze as she glared down Clancy, who growled in annoyance. Clancy flew forward and slashed at her, making Geoblaze jump back as she fired flames back. Pierce began rewiring the machine before about a dozen ants surrounded him. Pierce quickly spun and launched his spikes at them, only to bounce off of them harmlessly, worrying him as they're closing in. Crashhopper jumped at Mucilator as he smirked.

"Alright big guy, lets try this! (jumps right into the sack, but cries out in shock as he got stuck) What the? What is this!?" growled Crashhopper as he tried to jump out, but couldn't move.

Khyber watched from afar as he got his knife out.

"Soon…once those ants devore his friends, I will get my prize." chuckled Khyber as he noticed ants sneaking up behind the ex-Mobians. Suddenly, the whole place began to shake.

"An earthquake?" wondered Clancy as Animo took out a device.

"It's unnatural. It seems to be coming from (points the device to a bare wall) there." informed Animo before the wall explodes, sending some rocks at the ants, drawing everyone's attention as a few chimes were heard.

**HAWK!**

**EEL!**

**ELEPHANT!**

**CHIMERA FU~SION!** (like Dragonball Z)

Stepping out of the smoke is Kamen Rider OOO Takauzo Combo.

"Who are you?" asked Animo as his mutant ants, Clancy and Mucilator look at the multi-colored newcomer.

"In this body, I am known as Kamen Rider Chimera! (OOO Adaption) Objective: Assist comrades Ben, Rouge and Shadow in eliminating Dr. Animo, Clancy, and Mucilator." announced the newcomer as the ex-Mobians' eyes widened upon realization.

_'I know that catchphrase.'_ thought the Ex-Mobians as Chimera back-flipped to avoid a punch from Mucilator.

"Activating Eel whips!" shouted Chimera as the tubes on his arms changed into hand-held whips that had electricity flowing through them. Mucilator roared in fury as it threw another punch at Chimera only for him to jump to avoid it and run up the beast's arm lashing his whips around the the creature's body until it reached Crashopper. Chimera retracted its whips and placed its hand on the skin of the sticky beast.

"Initiating Eel energy charge. Attention: Ben this might hurt a little." warned Chimera as his chest glowed blue.

"Wha- Gahhhhhh!" cried Crashhopper in pain as Chimera emitted an electric charge through his arm while Mucilator roared in pain.

After a few minutes the sack holding Crashhopper flew out of it and landed on the ground. Mucilator lost consciousness and Chimera jumped off of the beast running over to Crashhopper (who was shaking his head and body to remove the remaining amount of goo).

"Ben are you unharmed?" Chimera asked Crashhopper.

"Okay first of all OW! Give me a little warning next time! Second thanks for the save." Crashhopper responded.

"Good. You are welcome. As for your statement about giving you a warning, I did." Chimera replied.

Crashopper and Chimera noticed Mucilator getting back up. Chimera also noticed the ants surrounding Shadow and Rouge as well as Pierce having trouble with the Kormite Power Core.

"Situation analysis: Plumber Agents Rouge and Shadow surrounded by enemy forces as well having difficulty defeating foes Clancy and Dr. Animo. Plumber Agent Pierce having difficulty in the disablement of Kormite Power Core. Plumber Agent Ben in need of assistance fighting Mucilator. Suggested course of action: Activate Chimera Insectoid formation!" Chimera analyzed as he took out three green medals and placed them into the belt he was wearing. He used his right hand to tilt the belt into a diagonal shape and his left hand to reach for a small saucer shaped device that he swiped across the three medals on his belt.

**STAG BEETLE!**

**PREY MANTIS!**

**GRASSHOPPER!**

**CHIMERA: INSECTOID!**

Chimera's body changed giving him an all green body with orange eyes and horns on his head in the shape of stag beetle horns, blades on the each of his arms, and mostly black legs with green armor covering only the form of his right and left legs.

"Whoa..." Crashhopper said in awe.

Chimera then split into 10 clones of himself with 1 running to help Shadow fight Animo, 1 running to help Geoblaze fight Clancy, 1 running to help Pierce with the Kormite Power Core, leaving 7 to stay behind and help Crashhopper with Mucilator.

"Activating Prey Mantis Blades!" 7 of the Chimera clones shouted as their chests glowed and the blades on their arms became underhanded blade weapons wield in both of his hands.

The first clone of Chimera dodged several laser blasts from Animo's extra mechanical arms.

"Grrr...stand still you insufferable pest!" Animo snarled as he reached out at Chimera with one of his mechanical arms. Only for Chimera's legs to glow as they changed to resemble grasshopper legs and boost Chimera's jump to avoid the attack. When Chimera landed he slashed at the mechanical arm with his prey mantis blades while the arm was still extended, cutting it as a result.

"No! You'll pay for that!" Animo growled as he extended another mechanical arm at Chimera.

"Chaos Chop!" Shadow shouted as his hand glowed red. He jumped in front of the Chimera clone and deliver a karate chop through the other mechanical arm.

"No! My arms!" Animo cried out.

With the Chimera clone that was helping Geoblaze, he and her were punching and kicking Clancy in the chest.

Meanwhile with Pierce and another clone of Chimera the two were debating on how to deactivate the Kormite Power Core.

"Gah! It's no good! I can't deactivate it!" Pierce said in frustration.

"Allow me. Activate Stag Beetle Shock!" the Chimera clone called out as his head glowed and his horns fired green electricity at the device. Deactivating it and reverting the ants to normal.

"How did you-" Pierce started to question.

"Answer: Hypothesized that concentrated electrical charge would disable the device. Result: Kormite Power Core now deactivated." The Chimera clone explained.

The mutated ants began to return to normal as the 7 clones of Chimera and Crashhopper were attacking Mucilator, punching and kicking him from all sides with a few electric attacks from the Chimera clones here and there. The ants finally began to return to normal with Khyber noticing and whistling for Mucilator to leave as the Chimera clones started to dog-pile the beast. However Mucilator obeyed his master's commands, using his strength to overcome the clones' combined strength. This resulted in all the 7 clones to fly with some of them falling on top of Crashhopper.

"Oh come o-" Crashhopper complained before having 4 of the 7 clones land on his back.

"Warning: Enemy is escaping!" Chimera called out as he retracted all his clones back into him and helped Crashhopper up. The two started to give chase to Mucilator, only to have several rocks cave in behind the creature and block his escape route.

"Darn it! He got away." Crashhopper said.

"Statement correct. Recommended alternative: Capture Dr. Animo and Clancy." Chimera responded as he reverted to his original form. Crashhopper nodded.

The two regrouped with Shadow and Geoblaze as Animo and Clancy regrouped as well.

"NOOOOOO! My ants! You meddling fools have ruined my plans!" Animo shouted.

"You and your friends will pay for what you've done Tennyson!" Clancy retorted.

"Actually I think you and Animo are the ones who are gonna pay for what you've done. By sending the two of you back to Plumber HQ and putting each of you in a jail cell!" Crashhopper responded.

"That's right." Geoblaze replied.

"But first...(cracks his knuckles) we're gonna give you two one last beating." Shadow stated.

Clancy and Animo started to flee, but when Crashhopper, Shadow, and Geoblaze noticed this Chimera held out his arm to stop them for a second.

"You will not escape. Initiating Elephant Gravity Stomp!" Chimera commanded as his legs glowed and he stomped the ground with his left foot. The resulting attack cracked the ground and trapped Animo and Clancy into a gravity hold that stopped them from moving.

"W-what is this!?" Animo questioned angrily while trying to escape the gravity hold.

"I-I can't move!" Clancy shouted, struggling to escape the gravity hold as well.

"Time to finish this!" Crashhopper responded.

"Initiating final attack." Chimera said as he pulled out the saucer device again and swiped it across the belt before putting it back.

**CHIMERA: SCANNING CHARGE!**

Chimera's body glowed as his eyes lit up. He and Crashhopper looked at Clancy, with Chimera tightening his fists as they charged with electricity and Crashhopper preparing to jump. While Geoblaze and Shadow looked at Animo. Geoblaze charged up energy into a fireball with both of her hands and Shadow summoned a Chaos Spear and prepared to throw it.

"Chaos..." Geoblaze and Shadow began as they prepared to unleash their attacks. "Flare!" The two shouted as they launched their attacks at Animo. Geoblaze's fireball merged with Shadow's Chaos Spear, resulting in the spear being right in the center of the fireball as it flew at Animo.

"No no no! GYAHHHH!" Animo cried out as the force of the attack sent him ricocheting back into a wall.

Chimera ran at Clancy to deliver two electric charged punches to his chest and then jumped up high to grab onto one of the stalactites to swing around it. Clancy recovered from the punches only to look up to see Crashhopper up in air while falling at him and extending this right foot forward. Chimera used the stalactite he was swinging on to rocket downward at Clancy with his entire body facing horizontally left.

"Chimera Drop Kick!" Chimera shouted as he and Crashhopper flew down at Clancy to deliver two kicks to his face. From Crashhopper a flying kick and from Chimera a super fast Drop Kick.

"GAHHHHH!" Clancy shouted in pain as he was sent flying back into the same wall by the attack and landed next to Animo. The four heroes regrouped once more and looked at the now defeated criminals. Both Crashhopper and Geoblaze reverted back into Ben and Rouge, as they watched the two criminals lose conscious. Chimera then walked over to them and pulled out two pairs of a handcuffs. Manny and Helen, for some reason covered in ant guts, arrived onto the scene next to Pierce.

"Aw man! We missed all the action!" whined Manny as he hanged his shoulders in sadness as Helen patted him on shoulder.

"Clancy and Aloysius Animo; By order of the Plumbers, you are both under arrest." Chimera said as he put the hand cuffs on both of the criminals. He looked back at the three heroes and walked over to them.

"Thanks for the help, but who are you anyway?" Ben asked.

"Shadow the Hedgehog, Rouge the Bat, and Ben the Hedgehog. My final words before our departing were 'Keep it as a reminder of us'." Chimera answered.

"'Keep it as reminder of us'...how the heck would you know that I was a-Wait! No way... Omega?! Is that you?!" Ben questioned in complete shock.

"Correct. Though my armor and name has changed, I am still E-123 Omega. I believe the phrase used for this situation is 'long time no see'." Omega responded.

"ALRIGHT! Team DARK is back together and better than ever." cheered Rouge as she put her arms around Omega's, Ben's and Shadow's neck before doing a group hug.

**(Plumbers HQ)**

"You all want to know the origin of my new abilities, am I correct? (everyone nods) Thought confirmed. The origins began approximately 792 years ago. There was a King of a mysterious civilization. Unlike most kings who usually are supposed to be accepted and loved by all of his people, this specific king was greedy and wanted to conquer the Earth. But he knew he couldn't do it with his soldiers alone. So he had alchemists make any kind of weapon he could use to achieve that goal. Eventually, they created these. (a Cell Medal materializes in his fingers) This is a Cell Medal. With these, they could create creatures driven by desire. (absorbs the Cell Medal into his body before taking out the Insectoid Core Medals) But it wasn't enough, so to make the Medals more powerful; they infused them with the essence of animals. Each alchemist preferred a different kind of animal to use. There is a set of Red, Yellow, Green, Blue and Silver originally. The results were the Core Medals. Using these, the alchemists not only created them, but went beyond that and created actual homunculi; artificial beings commonly known as living dolls. However, these homunculi didn't do anything at all. They didn't want to fight, didn't want to eat or anything. They simply existed. regardless of their represented animal natures. Back then, those creatures had ten Core Medals each. In an effort to try to turn the homunculi to his cause, the King ordered one of each Core Medal destroyed." explained Omega.

"WHAT?! IS HE INSANE?!" shouted Ben while standing up and banging his fists on the table, gaining stares from all passing by Plumbers, a giggle from Rouge and a face-palm from Shadow. Ben nervously chuckled and sat back down.

"Sorry Omega. Continue please." said Ben politely.

"Apology accepted comrade Ben. I am well aware of your liking to the number 10. (Ben nods) King thought he could animate them more. But he couldn't be more wrong. Because of his actions destroying the tenth Medal in their sets, the homunculi were filled with a void in them, and went on a rampage in an effort to try and fill it. Nothing that anyone tried was able to stop them. They were then named the Greeed by the people since everything they did was geared towards satisfying their own desires. The King made a decision to take responsibility for his actions. He had his alchemists create the Chimera Driver and Scanner. (brings up the saucer he used previously) It can use the Core Medals to give the wearer the abilities needed to fight the Greeed. With it, he managed to defeat all the Greeed and drastically reduced their power by taking more of their Core Medals away. However, that's when his own greed got the best of him. Seeing how powerful the Greeed were, he thought scanning all of the Core Medals at once would make him a god. But it became too much for him and it turned him to stone. All of the Core Medals as well as the Greeed were sealed inside him as a stone coffin." continued Omega as Ben groans.

"That reminds me of the time when I helped Vilgax save his home planet from Zs'Skayr and he became the new ruler." commented Ben with folded arms as Omega nodded.

"Vilgax and King possess many similarities. (nods) A few days after, Azmuth discovered the coffin and released the Greeed on an uninhabited planet. He convinced them to live on the planet and created Yummies, creatures created by the Greeed when a Cell Medal is used on a sentient lifeform besides their own. Azmuth used his technology to accelerate the 'maturing' process and created civilizations around the planet, but Azmuth knew 5 won't be enough, so he got the Greeed to apologize to the alchemists and to 'cure' their loneliness, they created more Greeed for a better community." finished Omega.

"Wow..." Ben said in response to Omega's story.

"Sorry I'm late! I got here as fast as I could!" Cooper shouted as he ran to the room and put some data into the computer.

"Where were you? You just missed a good story?" asked Ben

"I was doing some cross references on those creatures you recently faced and I got what they were." explained Cooper as he shows a picture of Crabdozer.

"That's a Crabdozer, a predator from the star Pyros. You see, this thing is made to eat Pyronites for lunch." informed Patelliday.

"SO I'm not going near it…" cringed Alan.

"That would explain why Geoblaze's fire powers didn't affect it." added Rouge as Patelliday nods in agreement.

"Yeah. And that creature that attacked in Undertown is a Buglizard, the predator of Lepidopterra, Stinkfly's species." continued Patelliday as it showed Buglizard.

"And then there's the Slamworms, the predators of Talpaedan, or Armordrillo." informed Cooper, showing the worm-like beast from earlier that day.

"And the Mucilator, the creature we encountered, is the predator of the Locuai, also known as Crashhopper." explained Omega as the computer showed a picture of the latest predator.

"And many others likely on that knock off Omnitrix. (sighs) Ah man, how am I gonna explain this to my folks? Or to anyone really?" groaned Ben.

"You mean that someone decided to make the ultimate anti-Omnitrix? (sighs) I'm not sure…but you got us. We'll back you up." smiled Rouge.

"Plus we were able to make it run off, so that proves we can scare it off." smirked Shadow.

"Comrade Ben, now that Team DARK has officially reunited, our bond will assure you the necessary support." nodded Omega as Ben smiled.

"Yeah, just be glad we made sure to get Animo a better cell. We won't have to worry about him or Clancy for awhile." smirked Manny as he looks up towards the other cells

In the upper floor, Animo sewed up a stitched up animal as he says, "This is only a set back, my old friend…soon we will have our revenge."

"Yes, sir…" smirked Clancy faintly, insects all over his cell as both gave dark chuckles.

**Ben: Omega is Kamen Rider OOO?**

**Shadow: Don't you mean Chimera?**

**Omarnosian10: 'Chimera' is, as said in the story, is an OOO adaption.**

**Rouge: Anniversary? *gasp* Do you mean...**

**Omarnosian10: Yeah, it's officially been a year since I published Hedgehog 10.**

**Shadow: And on the _exact _anniversary, you updated Remnant's Omni-Ranger?**

**Omarnosian10: Sorry, I was helping DLBot2016 with an upcoming story.**

**Shadow: *sighs* Apology accepted!**

**Omarnosian10: And like a certain Disney character would say, guess who got a new partner in story-writing?**

**Ex-Mobians: Who?**

**DLBot2016: Me!**

***audience gasps***

**DLBot2016: That's right! _I'M _Omarnosian10's story-writing partner.**

**Omarnosian10: Botty! I was wondering when you get here.**

**DLBot2016: DON'T CALL ME BOTTY! IT SOUNDS GIRLY! HOW WOULD YOU LIKE IT IF I CALL YOU OMMY?!**

**Omarnosian10: WHAT DO YOU CALL ME _BOTTY?!_**

**DLBot2016: THAT'S IT!**

***authors began fighting in a cartoon dust cloud***

**Ben: While the authors are *coughs* working out their issues, we would like to thank ShadowDJ for the chapter before we changed it. ONE. FINAL. TIME.**

**Shadow: From here on out, the chapters are going to be written 100% original.**

**Rouge: No copying! No more un-originality! And no more MF (not the swear word) using from now on!**

**Ben: There's one last thing we have to say.**

**Ex-Mobians: HAPPY ANNIVERSARY!**

**DLBot2016: OW! MY ROBOTIC ARM!**

**Omarnosian10: OW! MY PLANT ARM!**


	6. Author's Note (PLEASE READ)

**WARNING! WARNING! FAN-FICTION WEBSITE AT RISK OF DELETE!**

**Let me tell you what's happening readers. According to Fenikkusumaru through PM, people from the government are planning to delete the FanFiction Website!**

**Audience: *picks up torches and pitchforks***

**Don't worry, there's a way for us to save this website! From what Fenikkusumaru told me, there's a petition that needs 50,000 signatures to prevent this catastrophe! It's called "Stop the Trans-Pacific Partnership (TPP)" created by Peter Becker. I already sent my signature, but YOU need to send your signatures too! Recommended from the email I received after signing the petition, here's the sample message**

* * *

**Hi,**

**The Administration and the U.S. Trade Representative just reached a deal with 11 other nations on the secretly negotiated, massive so-called "free-trade" agreement, the Trans-Pacific Partnership (TPP). As the long fought for, recent release of the TPP text proves, the agreement will greatly empower corporations by virtually eliminating consumer, health, safety, labor, privacy, and environmental regulations, enforcing corporate domination over our justice system through offshore corporate investor-state tribunals or ISDS. **

**Despite massive popular opposition to the TPP (despite media silence) on the part of citizens of all party nations, the TPP will now come up for a vote in Congress within months under the anti-democratic Fast Track procedure. Now we are in the fight of our lives to urge Congress to oppose the TPP when it comes up for a vote. **

**That's why I signed a petition to The United States House of Representatives and The United States Senate, which says:**

**"We urge Congress to vote no on the Trans-Pacific Partnership (TPP). An agreement like the TPP should be negotiated in the full light of day. America must reserve the right to determine our own consumer, health, safety, labor, privacy, and environmental regulations. Do not surrender our rights to trans-national corporations."**

**Will you sign the petition too? Click here to add your name: **

**(I'm altering the link slightly so you could receive this, so when you copy off this, remove the alterations)**

**petitions.**

**moveon.**

**org**

**/ sign/stop-the-trans-pacific?source= &amp;r_by=15227760**

**Thanks!**

* * *

**This is what you need to do to save FanFiction. Due to the seriousness of this situation, I'm not doing my smoke-bomb gimmick.**

**PS: If you see that my other stories are updated, then I'll save you the time by saying that if you completely read this, then don't read the other updates since these are the same.**

**ALSO, DON'T REVIEW! I REPEAT, DON'T REVIEW ON THIS!**


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